exhibit10-1mist.htm


    
      
         


      

      
        
        

      

      
         


        
          Confidential
Treatment has been requested for portions of this exhibit. The copy filed
herewith omits the information subject to the confidentiality
request.  Omissions are designated as “***”. A complete version of
this exhibit has been filed separately with the Securities and Exchange
Commission.

           

        

      

    


    Exhibit
10.1

    
      


      
        


        
          


          
            


            
              


              
                


                
                  License
And Distribution Agreement

                  
                    


                    
                      


                      
                        By
and Between

                        
                          


                          
                            NovaDel
Pharma Inc.

                            
                              


                              
                                and

                                
                                  


                                  
                                    Mist
Acquisition , LLC

                                    
                                      


                                      
                                        Dated
as of October 27, 2009

                                        
                                          


                                          

                                            
                                              
                                                
                                                   

                                                

                                                 


                                              

                                              
                                                 


                                                
                                                  

                                                

                                              

                                              
                                                 


                                              

                                            


                                            
                                              	 
      	
                                                      TABLE
      OF CONTENTS

                                                    	
                                                      Page

                                                    
	 
      	 
      	 
      
	
                                                      ARTICLE
      1

                                                    	
                                                      DEFINITIONS

                                                    	
                                                      1

                                                    
	
                                                      ARTICLE
      2

                                                    	
                                                      LICENSES

                                                    	
                                                      6

                                                    
	
                                                      2.1

                                                    	
                                                      Licenses
      to Mist

                                                    	
                                                      6

                                                    
	
                                                      2.2

                                                    	
                                                      Sublicensing

                                                    	
                                                      6

                                                    
	
                                                      2.3

                                                    	
                                                      No
      Implied Licenses            

                                                    	
                                                      7

                                                    
	
                                                      2.4

                                                    	
                                                      Retained
      Rights

                                                    	
                                                      7

                                                    
	
                                                      2.5

                                                    	
                                                      Patent
      Challenge

                                                    	
                                                      8

                                                    
	
                                                      2.6

                                                    	
                                                      Trademarks

                                                    	
                                                      8

                                                    
	
                                                      2.7

                                                    	
                                                      Rights
      in Bankruptcy

                                                    	
                                                      9

                                                    
	
                                                      ARTICLE
      3

                                                    	
                                                      COMMERCIALIZATION
      and DISTRIBUTION

                                                    	
                                                      9

                                                    
	
                                                      3.1

                                                    	
                                                      Overview
      and Diligence

                                                    	
                                                      9

                                                    
	
                                                      3.2

                                                    	
                                                      Commercialization
      Plans and Reports.

                                                    	
                                                      9

                                                    
	
                                                      3.3

                                                    	
                                                      Overall
      Commercialization Expenses and Responsibilities

                                                    	
                                                      10

                                                    
	
                                                      3.4

                                                    	
                                                      Restrictions

                                                    	
                                                      10

                                                    
	
                                                      3.5

                                                    	
                                                      Mist’s
      Obligations

                                                    	
                                                      10

                                                    
	
                                                      3.6

                                                    	
                                                      Pharmacovigilance

                                                    	
                                                      11

                                                    
	
                                                      3.7

                                                    	
                                                      Product
      Changes

                                                    	
                                                      11

                                                    
	
                                                      3.8

                                                    	
                                                      Recalls
      and Withdrawals

                                                    	
                                                      12

                                                    
	
                                                      3.9

                                                    	
                                                      Co-Promotion
      Option

                                                    	
                                                      12

                                                    
	
                                                      3.10

                                                    	
                                                      Line
      Extensions

                                                    	
                                                      12

                                                    
	
                                                      3.11

                                                    	
                                                      Manufacturing

                                                    	
                                                      12

                                                    
	
                                                      3.12

                                                    	
                                                      NovaDel
      Obligations

                                                    	
                                                      13

                                                    
	
                                                      ARTICLE
      4

                                                    	
                                                      FINANCIAL
      TERMS

                                                    	
                                                      14

                                                    
	
                                                      4.1

                                                    	
                                                      Upfront
      Payment

                                                    	
                                                      14

                                                    
	
                                                      4.2

                                                    	
                                                      Milestone
      Payments

                                                    	
                                                      14

                                                    
	
                                                      4.3

                                                    	
                                                      Performance
      Payments

                                                    	
                                                      14

                                                    
	
                                                      4.4

                                                    	
                                                      Generic
      Competition

                                                    	
                                                      15

                                                    
	
                                                      4.5

                                                    	
                                                      Sublicense
      Payments

                                                    	
                                                      15

                                                    
	
                                                      4.6

                                                    	
                                                      Payment
      Method

                                                    	
                                                      15

                                                    
	
                                                      4.7

                                                    	
                                                      Payment
      Schedules; Reports

                                                    	
                                                      15

                                                    


                                            


                                            
                                              
                                                
                                                  
                                                    	
                                                             

                                                          	
                                                            -i-

                                                          	 
      


                                                  

                                                  


                                                

                                                 


                                              

                                              
                                                 


                                                
                                                  

                                                

                                              

                                              
                                                 


                                              

                                            

                                            


                                            
                                              	 
      	
                                                      TABLE
      OF CONTENTS

                                                      (continued)

                                                    	
                                                      Page

                                                    
	 	 	 
	               
      4.8	 Records
      Retention; Audit         	 15
	 ARTICLE 5                           	 CONFIDENTIALITY	 16
	               
      5.1	 Confidential
      Information	 16
	               
      5.2	 Publicity;
      Filing of this Agreement	 17
	               
      5.3	 Use
      of Names	 18
	               
      5.4	 Confidentiality
      of this Agreement	 18
	               
      5.5	 Survival	 18
	 ARTICLE
      6	 OWNERSHIP
      OF INTELLECTUAL PROPERTY AND PATENT RIGHTS	 
      18
	               
      6.1	 Ownership
      of Intellectual Property	 18
	               
      6.2	 Patent
      Prosecution and Maintenance	 19
	               
      6.3	 Infringement
      by Third Parties	 19
	               
      6.4	 Infringement
      of Third Party Rights	 20
	 ARTICLE
      7	 REPRESENTATIONS
      AND WARRANTIES	 20
	               
      7.1	 Representations,
      Warranties and Covenants	 20
	               
      7.2	 Limitation
      on Representations or Warranties	 22
	               
      7.3	 Disclaimer
      of Warranty	 22
	               
      7.4	 Limitation
      of Liability	 22
	 ARTICLE
      8	 INDEMNIFICATION;
      INSURANCE	 23
	               
      8.1	Indemnification	 23
	               
      8.2	 Notice
      of Claim	 23
	
                                                      8.3

                                                    	
                                                      Control
      of Defense

                                                    	
                                                      23

                                                    
	
                                                      8.4

                                                    	
                                                      Right
      to Participate in Defense

                                                    	
                                                      24

                                                    
	
                                                      8.5

                                                    	
                                                      Settlement

                                                    	
                                                      24

                                                    
	
                                                      8.6

                                                    	
                                                      Cooperation

                                                    	
                                                      24

                                                    
	
                                                      8.7

                                                    	
                                                      Insurance

                                                    	
                                                      25

                                                    
	
                                                      ARTICLE
      9

                                                    	
                                                      TERM
      AND TERMINATION

                                                    	
                                                      25

                                                    
	
                                                      9.1

                                                    	
                                                      Term

                                                    	
                                                      25

                                                    
	
                                                      9.2

                                                    	
                                                      Termination.

                                                    	
                                                      25

                                                    
	
                                                      9.3

                                                    	
                                                      Effects
      of Termination

                                                    	
                                                             26

                                                    
	 	 	 
	 	 	 
	 	 	 
	 	                                                                                                         
      -ii-	 


                                            

                                            
                                              
                                                
                                                  
                                                  

                                                

                                                
                                                  
                                                  

                                                  
                                                    

                                                  

                                                

                                                
                                                  
                                                  

                                                

                                              

                                               

                                               

                                              
                                                	 	
                                                         TABLE
      OF CONTENTS

                                                        (continued)

                                                      	 Page
	 	 	 
	               
      9.4	 Manufacturing	 28
	               
      9.5	 FDA
      Communications	 28
	               
      9.6	 Accrued
      Rights	 28
	               
      9.7	 Other Remedies
      of Mist	 28
	               
      9.8	 Survival	 28
	 ARTICLE
      10	 DISPUTE
      RESOLUTION	 28
	               
      10.1	 Disputes	 28
	               
      10.2	 Litigation	 29
	               
      10.3	 Injunctive
      Relief	 29
	               
      10.4	 Governing
      Law	 29
	 ARTICLE
      11	 MISCELLANEOUS	 29
	               
      11.1	 Entire
      Agreement; Amendment	 29
	               
      11.2	 Force
      Majeure	 29
	               
      11.3	 Notices	 30
	               
      11.4	 Independent
      Contractors	 30
	               
      11.5	 Maintenance of
      Records	 31
	               
      11.6	 No Strict
      Construction	 31
	               
      11.7	 Assignment	 31
	               
      11.8	 Costs	 31
	               
      11.9	 Counterparts	 31
	               
      11.10	 Further
      Actions	 31
	                11.11	 Severability	 31
	               
      11.12	 Headings	 31
	               
      11.13	 No
      Waiver	 31
	 	 	 
	 	 	 
	 	                                                                                                           
      -iii-	 


                                              

                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                        

                                                      

                                                      
                                                        
                                                        

                                                        
                                                          

                                                        

                                                      

                                                      
                                                        
                                                        

                                                      

                                                    

                                                    



                                                    


                                                    LICENSE
AND DISTRIBUTION AGREEMENT

                                                    
                                                      THIS LICENSE AND DISTRIBUTION AGREEMENT
(this “Agreement”) is
dated as of October 27, 2009 (the “Effective Date”) by and
between NovaDel Pharma Inc., a Delaware corporation having a principal place of
business at 25 Minneakoning Road, Flemington, New Jersey 08822 (“NovaDel”), and Mist
Acquisition, LLC, a Delaware limited liability company (“Mist”) having a principal
place of business at 11 Commerce Dr., 1st Floor, Suite #100, Cranford, New
Jersey 07016.  NovaDel and Mist are sometimes referred to herein
individually as a “Party” and together as the
“Parties.”

                                                       

                                                      
                                                        RECITALS

                                                         

                                                        
                                                          WHEREAS, NovaDel is the owner
of the NovaDel Technology and desires to grant Mist the right to use the NovaDel
Technology to Commercialize and Manufacture NitroMist®; and

                                                           

                                                          
                                                            WHEREAS, Mist desires to
obtain from NovaDel the right to use the NovaDel Technology to Commercialize and
Manufacture NitroMist® and to utilize its Affiliates to Commercialize
NitroMist®.

                                                             

                                                            
                                                              NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants contained
herein, the Parties, intending to be legally bound, agree as
follows:

                                                              
                                                                                    

                                                                                 
ARTICLE
1                      

                                                                DEFINITIONS

                                                                 

                                                                
                                                                  The following terms shall have the
following meanings as used in this Agreement:

                                                                   

                                                                  
                                                                    1.1 “Affiliate” means a Person that
controls, is controlled by or is under common control with a
Party.  For the purposes of this definition, the word “control”
(including, with correlative meaning, the terms “controlled by” or “under common
control with”) means the actual power, either directly or indirectly through one
or more intermediaries, to direct the management and policies of such Person,
whether by the ownership of more than fifty percent (50%) of the voting stock of
such Person (it being understood that the direct or indirect ownership of a
lesser percentage of such stock shall not necessarily preclude the existence of
control), or by contract or otherwise.  Notwithstanding the foregoing,
for purposes of this Agreement, Akrimax shall be deemed to be an Affiliate of
Mist.

                                                                     

                                                                    
                                                                      1.2 “Akrimax” means Akrimax
Pharmaceuticals, LLC, a Delaware limited liability Company and for purposes of
this Agreement, an Affiliate of Mist.

                                                                       

                                                                      
                                                                        1.3 “Business Day” means any day
other than (a) Saturday or Sunday or (b) any other day on which banks in New
York, New York are required to be closed.

                                                                         

                                                                        
                                                                          1.4 “Commercialization” and “Commercialize” mean any and
all activities, excluding Development or Manufacturing, necessary or desirable
to realize commercial sales of Product in accordance with Law, including
distributing, importing, transporting, customs clearance, export, warehousing,
packing, handling and delivering to customers, as well as

                                                                          
                                                                            
                                                                              
                                                                              

                                                                            

                                                                            
                                                                              
                                                                              

                                                                              
                                                                                

                                                                              

                                                                            

                                                                            
                                                                              
                                                                              

                                                                            

                                                                          

                                                                           

                                                                           offering
for sale and sales, marketing, promoting and reimbursement related activities,
including booking sales.  When used as a verb “Commercialize” means to
engage in Commercialization.

                                                                           

                                                                          
                                                                            
                                                                            

                                                                            1.5 “Commercially Reasonable
Efforts” means, with respect to a Party, exerting such effort and
employing such resources as would normally be exerted or employed by a similarly
situated pharmaceutical company for the regulatory approval, manufacture,
shipping and commercialization of a pharmaceutical or biologic product of
similar market potential, profit potential and strategic value at a similar
stage of its product life, taking into account the competitiveness of the
relevant marketplace, the patent, intellectual property and development
positions of Third Parties, the applicable regulatory situation, the commercial
viability of the product and other relevant development and commercialization
factors based upon then-prevailing conditions.  Commercially
Reasonable Efforts shall be determined on a market-by-market basis for
Product.

                                                                             

                                                                            
                                                                              1.6 “Control” means, with respect
to any intellectual property right or other tangible or intangible property,
that a Party or one of its Affiliates owns or has a license or sublicense to
such item or right, and has the ability to grant access, license or sublicense
in or to such right without violating the terms of any agreement or other
arrangement with any Third Party.

                                                                               

                                                                              
                                                                                1.7 “Develop” and “Development” means any and all
activities necessary or desirable to research, develop and obtain Regulatory
Approval excluding Manufacturing of a Product in compliance with the Law,
including research and development activities related to the generation,
characterization, optimization, construction, expression, use and production,
test method development and stability testing, toxicology, clinical studies,
quality assurance/quality control, delivery systems, formulation, statistical
analysis, report writing, product approval and registration activities and all
other activities with the intent and for the purpose of generating data for
submission to regulatory authorities.  When used as a verb, “Develop”
means to engage in Development.

                                                                                 

                                                                                
                                                                                  1.8 “Dollars” or “$” shall mean the legal tender
of the United States of America.

                                                                                   

                                                                                  
                                                                                    1.9 “FDA” means the United States
Food and Drug Administration or any successor federal agency thereto performing
similar functions.

                                                                                     

                                                                                    
                                                                                      1.10 “First Commercial Sale” means,
with respect to a Product, the first commercial sale after receipt of Regulatory
Approval for such Product by Mist or its Affiliates or sublicensees to a Third
Party in an arms length transaction.

                                                                                       

                                                                                      
                                                                                        1.11 “Generic Competition” means if
at any time a Generic Product or Generic Products available in the Territory
have obtained sales greater than *** of the combined sales of Product together
with such Generic Product, as measured by number of units sold, over ***, and
which Generic Product sales are evidenced by independent market data (where
available), such as that published by IMS International, or if such data is not
available, such other reliable data source as reasonably determined by the
Parties.

                                                                                         

                                                                                        
                                                                                          1.12 “Generic Product” means a ***
product that *** that (a) is *** by a *** that is *** of Mist or its Affiliates
(or any of their *** or ***), (b) is a generic product *** *** the

                                                                                          
                                                                                            
                                                                                              
                                                                                              

                                                                                            

                                                                                            
                                                                                              2

                                                                                              
                                                                                                

                                                                                              

                                                                                            

                                                                                            
                                                                                              
                                                                                              

                                                                                            

                                                                                          

                                                                                           

                                                                                           Product
in the Territory, and (c) has been *** that *** to *** to the Product as
determined by the FDA and *** on *** and *** for the *** of Product.


                                                                                           

                                                                                          
                                                                                            
                                                                                            

                                                                                            1.13 “Governmental Authority” means
any court, tribunal, arbitrator, agency, legislative body, commission, official
or other instrumentality of any federal, state, province, county, city or other
political subdivision thereof, including the FDA.

                                                                                             

                                                                                            
                                                                                              1.14 “Know-How” means any non-public
information, results and data of any type whatsoever, in any tangible or
intangible form whatsoever, including databases, ideas, discoveries, inventions,
trade secrets, practices, methods, protocols, tests, assays, techniques,
specifications, processes, formulations, formulae, knowledge, know-how, skill,
experience, materials, including pharmaceutical, chemical and biological
materials, products and compositions, scientific, technical or test data
(including pharmacological, biological, chemical, biochemical, toxicological and
clinical test data), analytical and quality control data, stability data,
studies and procedures, drawings, plans, designs, diagrams, sketches,
technology, documentation, and patent-related and other legal information or
descriptions.

                                                                                               

                                                                                              
                                                                                                1.15 “Law” or “Laws” means all laws,
statutes, rules, codes, regulations, orders, judgments and/or ordinances of any
Governmental Authority having jurisdiction in the Territory.

                                                                                                 

                                                                                                
                                                                                                  1.16 “Losses” means any and all
amounts paid or payable to Third Parties with respect to a Third Party Claim,
including damages (including all incidental and consequential damages),
deficiencies, defaults, awards, settlement amounts, assessments, fines, dues,
penalties, costs, liabilities, obligations, taxes, liens, losses, lost profits,
fees and expenses (including court costs, interest and reasonable fees of
attorneys, accountants and other experts).

                                                                                                   

                                                                                                  
                                                                                                    1.17 “Manufacture” means all
activities, excluding Development, related to the manufacturing and production
of a Product, including manufacturing supplies for Development, manufacturing
supplies for Commercialization, packaging, in-process and finished product
testing, release of product or any component or ingredient thereof, quality
assurance and quality control activities related to manufacturing and release of
product, ongoing stability tests, storage, shipment, and regulatory activities
related to any of the foregoing.

                                                                                                     

                                                                                                    
                                                                                                      1.18 “Net Sales” means the gross
amounts invoiced by Mist or its Affiliates or licensees or sublicensees for
sales of Product in the Territory, less the following reasonable deductions to
the extent included in the gross invoiced sales price for Product or otherwise
directly paid, allowed, accrued, or incurred by Mist or its Affiliates or
licensees or sublicensees with respect to the sale of Product (if not previously
deducted from the amount invoiced): (i) *** actually given; (ii) ***
upon *** (except where any such ***); (iii) *** on *** of Product including
*** pursuant to any ***; (iv) *** pursuant to ***; (v) ***;
(vi) *** *** (if *** or ***  without***
***);  (vii) *** (other than ***) directly related to *** and (viii)
such other similar deductions allowed by GAAP.

                                                                                                       

                                                                                                      
                                                                                                        For purposes of determining Net Sales,
Product shall be *** and ***.  Net Sales shall be accounted for in
accordance with United States generally accepted accounting principles (“GAAP”) consistently applied in
the jurisdiction in which the sales occur.  In the case of any sale of
Product ***, Net Sales shall be calculated as above ***.  Any of the
items set forth above

                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                            

                                                                                                          

                                                                                                          
                                                                                                            3

                                                                                                            
                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                          
                                                                                                            
                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                         

                                                                                                         that
would otherwise *** but which are *** shall not be deducted from the invoice
price in the calculation of Net Sales.  In the case of any sale of
Product or part thereof ***, such ***, Net Sales shall be determined
***.

                                                                                                         

                                                                                                        
                                                                                                          
                                                                                                          

                                                                                                          1.19 “NDA” shall mean NDA No.
***.

                                                                                                           

                                                                                                          
                                                                                                            1.20 “NovaDel Know-How” means all
Know-How Controlled by NovaDel or an Affiliate of NovaDel as of the Effective
Date or, from time to time, during the Term that is necessary to Commercialize
the Product in the Territory or to use the NovaDel Process to Commercialize
Product in the Territory, but excluding any Know-How to the extent claimed by
any NovaDel Patents.

                                                                                                             

                                                                                                            
                                                                                                              1.21 “NovaDel Patents” means the
Patents that NovaDel or any of its Affiliates Controls on the Effective Date or
during the Term that claim the Product in the Territory.  The NovaDel
Patents as of the Effective Date are set forth on Schedule 1.21.

                                                                                                               

                                                                                                              
                                                                                                                1.22 “NovaDel Process” means
NovaDel’s proprietary lingual spray technology for the delivery of
pharmaceutical compounds through the mucosal membrane of the mouth in humans
using an aerosol or pump spray device.

                                                                                                                 

                                                                                                                
                                                                                                                  1.23 “NovaDel Technology” means the
NovaDel Patents and NovaDel Know-How.

                                                                                                                   

                                                                                                                  
                                                                                                                    1.24 “NovaDel Trademarks” means
NitroMist®, Registration # ***.

                                                                                                                     

                                                                                                                    
                                                                                                                      1.25 “Patent” means (i) patents,
re-examinations, reissues, renewals, extensions, supplementary protection
certificates and term restorations, any confirmation patent or registration
patent or patent of addition based on any such patent, (ii) pending applications
for patents, including continuations, continuations-in-part, re-examinations,
reissues, renewals, extensions, supplementary protection certificates and term
restorations divisional, provisional and substitute applications, and inventors’
certificates, and (iii) all priority applications of any of the
foregoing.

                                                                                                                       

                                                                                                                      
                                                                                                                        1.26 “Person” means any natural
person, corporation, firm, business trust, joint venture, association,
organization, company, partnership or other business entity, or any government,
or any agency or political subdivisions thereof.

                                                                                                                         

                                                                                                                        
                                                                                                                          1.27 “Primary Territory” means the
United States of America and its territories, possessions and commonwealths
including Puerto Rico, US Virgin Islands, Guam, American Samoa, and North
Mariana Islands.

                                                                                                                           

                                                                                                                          
                                                                                                                            1.28 “Product” means the
nitroglycerin lingual spray as defined and further described in the
NDA.

                                                                                                                             

                                                                                                                            
                                                                                                                              1.29 “Regulatory Approval” means all
approvals, product licenses, registrations or authorizations of the FDA or any
equivalent Canadian or Mexican Governmental Authority, necessary for the
Development, Manufacture, use or Commercialization of Product in the Territory,
including the NDA.

                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                  

                                                                                                                                

                                                                                                                                
                                                                                                                                  4

                                                                                                                                  
                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                                
                                                                                                                                  
                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                               

                                                                                                                              1.30 “Secondary Territory” means
Canada and Mexico.

                                                                                                                               

                                                                                                                              
                                                                                                                                1.31 “Sublicense Income” means all
consideration, upfront payments, license fees, and milestone payments received
by Mist or its Affiliates for the grant by Mist or its Affiliates of a
sublicense to a Third Party; provided, however, that Sublicense Income shall not
include *** by Mist or its Affiliates *** in respect of: (a) *** and *** of
Mist or its Affiliates; provided that any *** shall be ***; and (b) *** under
other provision contained in this Agreement.

                                                                                                                                 

                                                                                                                                
                                                                                                                                  1.32 “Territory” means the Primary
Territory and Secondary Territory.

                                                                                                                                   

                                                                                                                                  
                                                                                                                                    1.33 “Third Party” means any entity
other than NovaDel or Mist or their respective Affiliates.

                                                                                                                                     

                                                                                                                                    
                                                                                                                                      Interpretation.  Unless
the context of this Agreement otherwise requires, (a) words of one gender
include the other gender; (b) words using the singular or plural number also
include the plural or singular number, respectively; (c) the terms “hereof,”
“herein,” “hereby,” and other similar words refer to this entire Agreement; (d)
the words “include”, “includes”, and “including” when used in this Agreement
shall be deemed to be followed by the words “without limitation”, unless
otherwise specified and (e) the terms “Article” and “Section” refer to the
specified Article and Section of this Agreement and (f) the phrase “unreasonably
withheld”, when used in connection with the right of a Party to consent or
approve an action, shall mean that such consent or approval shall not be
unreasonably withheld, conditioned or delayed.  Whenever this
Agreement refers to a number of days, unless otherwise specified, such number
shall refer to calendar days.

                                                                                                                                       

                                                                                                                                      
                                                                                                                                        Additional
Definitions.  Each of the following definitions is set forth in
the Section of this Agreement indicated below:

                                                                                                                                         

                                                                                                                                        
                                                                                                                                          
                                                                                                                                            	
                                                                                                                                                    Definition

                                                                                                                                                  	
                                                                                                                                                    Section

                                                                                                                                                  
	
                                                                                                                                                    Agreement

                                                                                                                                                  	
                                                                                                                                                    Preamble

                                                                                                                                                  
	
                                                                                                                                                    Akrimax

                                                                                                                                                  	
                                                                                                                                                    1.2

                                                                                                                                                  
	
                                                                                                                                                    Breaching Party

                                                                                                                                                  	9.2.1
	
                                                                                                                                                    Change of Control

                                                                                                                                                  	
                                                                                                                                                    9.2.4

                                                                                                                                                  
	
                                                                                                                                                    Commercialization Plan

                                                                                                                                                  	
                                                                                                                                                    3.2.1

                                                                                                                                                  
	
                                                                                                                                                    Competitive Products

                                                                                                                                                  	
                                                                                                                                                    3.4

                                                                                                                                                  
	
                                                                                                                                                    Confidential Information

                                                                                                                                                  	
                                                                                                                                                    5.1.1

                                                                                                                                                  
	
                                                                                                                                                    Disclosing Party

                                                                                                                                                  	
                                                                                                                                                    5.1.1

                                                                                                                                                  
	
                                                                                                                                                    Effective Date

                                                                                                                                                  	
                                                                                                                                                    Preamble

                                                                                                                                                  
	
                                                                                                                                                    Force Majeure Event

                                                                                                                                                  	
                                                                                                                                                    11.2

                                                                                                                                                  
	
                                                                                                                                                    GAAP

                                                                                                                                                  	
                                                                                                                                                    1.18

                                                                                                                                                  
	
                                                                                                                                                    Indemnification Claim Notice

                                                                                                                                                  	
                                                                                                                                                    8.2

                                                                                                                                                  
	
                                                                                                                                                    Indemnified Party

                                                                                                                                                  	
                                                                                                                                                    8.2

                                                                                                                                                  
	
                                                                                                                                                    Indemnifying Party

                                                                                                                                                  	
                                                                                                                                                    8.2

                                                                                                                                                  
	
                                                                                                                                                    Indemnitee

                                                                                                                                                  	
                                                                                                                                                    8.2

                                                                                                                                                  
	
                                                                                                                                                    Indemnitees

                                                                                                                                                  	
                                                                                                                                                    8.2

                                                                                                                                                  
	
                                                                                                                                                    Mist Indemnitees

                                                                                                                                                  	
                                                                                                                                                    8.1.2

                                                                                                                                                  
	
                                                                                                                                                    NovaDel

                                                                                                                                                  	
                                                                                                                                                    Preamble

                                                                                                                                                  


                                                                                                                                          

                                                                                                                                          


                                                                                                                                           

                                                                                                                                           

                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                              

                                                                                                                                            

                                                                                                                                            
                                                                                                                                              5

                                                                                                                                              
                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                            
                                                                                                                                              
                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                           

                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                	 Definition	 Section
	 NovaDel
      Indemnitees   	 8.1.1
	 Parties	 Preamble
	 Party	 Preamble
	 Patent
      Challenge	 2.5
	 Product
      Marks	 2.6
	 Receiving
      Party	 5.1.1
	 Representatives	 10.1
	 Security
      Agreement	 7.1.2(j)
	 Term	 9.1
	 Third
      Party Claim	 8.1.1


                                                                                                                                              

                                                                                                                                              
                                                                                                                                              

                                                                                                                                               

                                                                                                                                                                   
ARTICLE
2                      

                                                                                                                                              LICENSES

                                                                                                                                               

                                                                                                                                              
                                                                                                                                                2.1 Licenses to
Mist.  Subject to the terms and conditions of this Agreement,
NovaDel hereby grants to Mist an exclusive license, with the right to sublicense
(subject to Section 2.2) under and to the NovaDel
Technology and NovaDel Trademarks to Manufacture and Commercialize Product in
the Territory.

                                                                                                                                                 

                                                                                                                                                
                                                                                                                                                  2.2 Sublicensing.  Mist
shall have the right to grant sublicenses under the grant in Section 2.1 to Affiliates and/or Third Parties pursuant to a
separate written agreement, subject to the following requirements and
conditions:

                                                                                                                                                   

                                                                                                                                                  
                                                                                                                                                    2.2.1 Mist must
obtain NovaDel’s prior written consent in respect of each such sublicense to a
Third Party which consent shall not be unreasonably withheld, delayed or
conditioned.

                                                                                                                                                     

                                                                                                                                                    
                                                                                                                                                      2.2.2 Except to
the extent the Parties otherwise agree pursuant to the terms of a particular
sublicense granted under this Section 2.2 any
sublicense agreement must be fully consistent with the terms and conditions of
this Agreement, and provide that the sublicensee will indemnify NovaDel and its
Affiliates to the extent provided in Section 8.1.1.

                                                                                                                                                       

                                                                                                                                                      
                                                                                                                                                        2.2.3 Within
five (5) Business Days after execution or receipt thereof, as applicable, Mist
shall provide NovaDel with a full and complete copy of each sublicense agreement
granted hereunder and shall deliver copies of all reports relating to the
Product (including relating to royalties and other payments) received by Mist
from such sublicensees.

                                                                                                                                                         

                                                                                                                                                        
                                                                                                                                                          2.2.4 Termination
of this Agreement by NovaDel with respect to Mist shall not terminate any
sublicense granted by Mist pursuant to this Section 2.2 with respect to a sublicensee, provided that (i)
such sublicensee is not in breach of any material provision of this Agreement or
the applicable sublicense agreement, (ii) such sublicensee shall perform all
obligations of Mist under this Agreement, (iii) NovaDel shall have all rights
with respect to any and all sublicensees as it had hereunder with respect to
Mist prior to termination of this Agreement with respect to Mist, and (iv) Mist
shall include in any sublicense a provision in which said sublicensee
acknowledges its obligations to NovaDel hereunder and the rights of NovaDel to
terminate such sublicense agreement for a material breach of such sublicense


                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                            
                                                                                                                                                              6

                                                                                                                                                              
                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                             

                                                                                                                                                            agreement
by such sublicensee.  The failure of Mist to include in a sublicense
the provisions referenced in clause (iv) shall render the affected sublicense
void.

                                                                                                                                                          

                                                                                                                                                          
                                                                                                                                                             

                                                                                                                                                          

                                                                                                                                                          2.2.5 During
the Term, Mist shall remain responsible for complying with all terms and
conditions of this Agreement regardless of whether a sublicensee performs any
part of this Agreement, including royalty payments for Net Sales by Mist or its
sublicensees and shall be responsible for breaches or non-compliance by any such
sublicensee.  In addition, Mist shall ensure that each of its
sublicensees accepts and complies with all of the terms and conditions of this
Agreement as if such sublicensees were a party to this Agreement.

                                                                                                                                                           

                                                                                                                                                          
                                                                                                                                                            2.2.6 Nothing
herein shall preclude or otherwise prevent Mist or its Affiliates or
sublicensees from utilizing the services of a contract sales organization or
co-promotion partner to Commercialize the Product in the Territory.

                                                                                                                                                             

                                                                                                                                                            
                                                                                                                                                              2.2.7 Notwithstanding
anything herein to the contrary, Mist can utilize the services of its Affiliates
to Commercialize the Product in the Territory and grant to such Affiliates such
licenses and rights as necessary to Commercialize the Product in the Territory
and exercise such other rights herein without the consent of
NovaDel.

                                                                                                                                                               

                                                                                                                                                              
                                                                                                                                                                2.3 No Implied
Licenses.  Except as expressly provided in this Agreement,
neither Party grants to the other Party any right or license in any intellectual
property, whether by implication, estoppel or otherwise owned or licensed by
such Party.  No implied licenses are granted under this
Agreement.  Each Party hereby covenants and agrees not to use or
sublicense any of its rights under the licenses set forth in this ARTICLE 2 except as expressly permitted in this
Agreement.

                                                                                                                                                                 

                                                                                                                                                                
                                                                                                                                                                  2.4 Retained
Rights.  Except for the express rights granted to Mist in this
Agreement, Mist shall not enjoy or exercise any proprietary or property right or
otherwise have any other right, title or interest in, to or under the NovaDel
Technology and Mist shall not represent to any Third Party that it has any such
proprietary or property right, or any other right, title or
interest.  Furthermore, any rights of NovaDel not expressly granted to
Mist under the provisions of this Agreement shall be retained by
NovaDel.

                                                                                                                                                                   

                                                                                                                                                                  
                                                                                                                                                                    2.5 Patent
Challenge.  NovaDel will be permitted to terminate this
Agreement by written notice, effective upon receipt by Mist, if Mist or its
Affiliates directly, or indirectly through assistance granted to a Third Party,
commence any interference or opposition proceeding, challenge the validity or
enforceability of, or oppose any extension of or the grant of a supplementary
protection certificate with respect to, any NovaDel Patent related to Product
(each such action, a “Patent
Challenge”).  Mist will include provisions in all agreements
granting sublicenses of Mist rights hereunder providing that if the sublicensee
or its Affiliates undertake a Patent Challenge, Mist will be permitted to
terminate such sublicense agreement.  If a sublicensee of Mist (or an
affiliate of such sublicensee) undertakes a Patent Challenge, then Mist upon
receipt of written notice from NovaDel of such Patent Challenge will terminate
the applicable sublicense agreement.  If Mist fails to so terminate
such sublicense agreement, NovaDel may terminate Mist’s right to sublicense
covered by such sublicense agreement and any sublicenses previously granted
shall automatically terminate.  In connection with such
sublicense

                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                      
                                                                                                                                                                        7

                                                                                                                                                                        
                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                       

                                                                                                                                                                      termination,
Mist shall cooperate with NovaDel’s reasonable requests at NovaDel’s expense to
cause such a terminated sublicensee to discontinue activities with respect to
the Product.

                                                                                                                                                                    

                                                                                                                                                                    
                                                                                                                                                                       

                                                                                                                                                                    

                                                                                                                                                                    2.6 Trademarks.  Subject
to Section 9.3.1(b), Mist, either directly or through its Affiliates, shall
select, register and own the trademarks, trade dress, logos, slogans and
internet domain names including any of the foregoing for the Product for use in
the Territory (the “Product
Marks”) provided that Mist and/or its Affiliates may utilize the NovaDel
Trademark as the trade name for the Product. For purposes of clarity, the term
Product Marks shall not include the corporate names and logos of NovaDel or its
Affiliates.  Subject to Section 9.3.1(b), for the avoidance of doubt,
NovaDel shall have no right, title or interest in the Product
Marks.

                                                                                                                                                                     

                                                                                                                                                                    
                                                                                                                                                                      2.6.1 Mist
acknowledges that NovaDel is the owner of all rights, title and interest to the
NovaDel Trademark and all associated goodwill.  Mist will not attack,
dispute, or contest the validity or the ownership of the NovaDel Trademark or
any registrations issued or issuing with respect thereto, both during the Term
and thereafter.  Mist’s use of the NovaDel Trademark shall inure to
the benefit of NovaDel, for all purposes including NovaDel Trademark
registrations.  In the event Mist acquires any rights relating to the
NovaDel Trademark for any reason, Mist agrees to assign, and hereby does assign,
at no cost, all such rights, together with any related goodwill, to
NovaDel.  Mist shall use its Commercially Reasonable Efforts not to
knowingly do any act which would or might endanger, destroy or similarly affect
the value of the goodwill pertaining to the NovaDel Trademark nor do any act
which might support a petition to cancel any registration relating to the
NovaDel Trademark or cause the applicable registrar to require a disclaimer of
exclusive rights in such NovaDel Trademark nor assist any other person or other
entity directly or indirectly in such act.  Mist will immediately
execute any documents presented to it by NovaDel to confirm NovaDel’s ownership
of all such rights.

                                                                                                                                                                       

                                                                                                                                                                      
                                                                                                                                                                        2.6.2 Mist
shall not use or register the NovaDel Trademark or trade names so resembling the
NovaDel Trademark as to be likely to cause confusion or deception both during
the Term and thereafter.

                                                                                                                                                                         

                                                                                                                                                                        
                                                                                                                                                                          2.6.3 Mist
shall promptly notify NovaDel in writing of any alleged infringement or
unauthorized use of which it becomes aware by a Third Party of the NovaDel
Trademark and provide NovaDel with any applicable evidence of infringement or
unauthorized use.

                                                                                                                                                                           

                                                                                                                                                                          
                                                                                                                                                                            2.6.4 Mist
shall use all legends, notices and markings as required by law and as reasonably
necessary to maintain the validity of the NovaDel Trademark and shall conduct
their activities under this Agreement in a lawful manner.

                                                                                                                                                                             

                                                                                                                                                                            
                                                                                                                                                                              2.6.5 Mist
shall not sell, market, distribute or use for any purpose any Product or
marketing, packaging or labeling materials related to the Product which are
damaged, defective or otherwise fail to meet the specification or quality
standards or the NovaDel Trademark usage requirements of this
Agreement.

                                                                                                                                                                               

                                                                                                                                                                              
                                                                                                                                                                                2.7 Rights in
Bankruptcy.  All rights and licenses granted under or pursuant
to any article or section of this Agreement are, and shall otherwise be deemed
to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of
rights to be “intellectual property” as defined under Section 101 of the U.S.
Bankruptcy Code.  If a case is commenced during the Term by or against
NovaDel under the U.S. Bankruptcy Code then, unless and until this Agreement is
rejected as provided in the U.S. Bankruptcy Code, NovaDel (in any capacity,
including debtor-in-possession) and its successors and assigns (including a
trustee) shall perform all of the obligations provided in this Agreement to be
performed by such party.  If the U.S. Bankruptcy Code case is
commenced during the

                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                  
                                                                                                                                                                                    8

                                                                                                                                                                                    
                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                   

                                                                                                                                                                                  Term by
or against NovaDel, and this Agreement is rejected as provided in the U.S.
Bankruptcy Code, Mist shall have the right to elect to retain its rights
hereunder as provided in the U.S. Bankruptcy Code.

                                                                                                                                                                                

                                                                                                                                                                                
                                                                                                                                                                                   

                                                                                                                                                                                  
                                                                                                                                                                                  

                                                                                                                                                                                   

                                                                                                                                                                                  ARTICLE
3                      

                                                                                                                                                                                  
                                                                                                                                                                                    COMMERCIALIZATION
AND DISTRIBUTION

                                                                                                                                                                                     

                                                                                                                                                                                    
                                                                                                                                                                                      3.1 Overview and
Diligence.  Except as otherwise set forth in this Agreement,
Mist shall, either directly or through its Affiliates, be responsible for
Commercializing the Product in the Territory.  Mist shall, either
directly or through its Affiliates, use Commercially Reasonable Efforts to
Commercialize the Product in the Primary Territory and, to the extent Product in
any country of the Secondary Territory obtains Regulatory Approval, in the
Secondary Territory.

                                                                                                                                                                                       

                                                                                                                                                                                      
                                                                                                                                                                                        3.2 Commercialization Plans and
Reports. 

                                                                                                                                                                                         

                                                                                                                                                                                        
                                                                                                                                                                                          3.2.1 Commercialization Plans. Mist shall, or shall
cause an Affiliate to, prepare a written commercialization plan that describes
the significant Commercialization activities to be undertaken by Mist or its
Affiliates with respect to the Product for each country in the Territory in the
next calendar year (“Commercialization
Plan”).  By no later than November 1 of each calendar
year, Mist shall, or shall cause an Affiliate to, prepare and deliver to NovaDel
an updated Commercialization Plan for the subsequent calendar year (i.e., Nov
2010 for calendar year 2011); provided, however, for the initial
Commercialization Plan for the Primary Territory, Mist (or its designated
Affiliate) shall have one hundred eighty (180) days after the Effective Date to
prepare and deliver such initial Commercialization Plan to
NovaDel.  The Commercialization Plan for such Product shall also
include a good faith forecast of Net Sales of Product in the Territory for such
calendar year.

                                                                                                                                                                                           

                                                                                                                                                                                          
                                                                                                                                                                                            3.2.2 Reports.  By no
later than March 1 for each calendar year during the Term, Mist shall prepare
and deliver to NovaDel a written report summarizing Mist’s and/or its Affiliates
significant Commercialization activities (as applicable) with respect to the
Product in the Territory performed by Mist during the prior calendar
year.

                                                                                                                                                                                             

                                                                                                                                                                                            
                                                                                                                                                                                              3.3 Overall Commercialization Expenses
and Responsibilities.  Mist shall bear all costs and expenses
associated with the Commercialization of Product in the
Territory.  Mist either directly or through its Affiliates, shall have
the responsibility to distribute, sell, record sales and collect payments for
Product in the Territory.  Mist either directly or through its
Affiliates, shall have responsibility for establishing and modifying the terms
and conditions with respect to the sale of Product in the Territory, including
the price or prices at which the Product in the Territory will be sold, any
discount applicable to payments or receivables, and similar
matters.  All Product shall be sold under Drug Labeler Code of either
Mist or an Affiliate thereof and in Mist or such Affiliate’s trade
dress.

                                                                                                                                                                                              
                                                                                                                                                                                                
                                                                                                                                                                                                  
                                                                                                                                                                                                  

                                                                                                                                                                                                

                                                                                                                                                                                                
                                                                                                                                                                                                  9

                                                                                                                                                                                                  
                                                                                                                                                                                                    

                                                                                                                                                                                                  

                                                                                                                                                                                                

                                                                                                                                                                                                
                                                                                                                                                                                                  
                                                                                                                                                                                                  

                                                                                                                                                                                                

                                                                                                                                                                                              

                                                                                                                                                                                               

                                                                                                                                                                                              3.4 Restrictions.  During
the Term, Mist and each of its Affiliates shall not, without first seeking the
prior written consent of NovaDel, directly or indirectly, with or through a
Third Party: (a) import into the Territory any prescription pharmaceutical
products containing nitroglycerin which (i) are of an identical or substantially
similar nature to the Product or (ii) are competitive with the Product (“Competitive Products”);
(b) be engaged or involved in any way within the Territory in the sales,
promotion, manufacture or distribution of any Competitive Products;
(c) export, or enter into any agreement which would result in the export
of, the Product outside the Territory; or (d) directly or indirectly
promote, distribute, advertise or deal with the sale of the Product outside the
Territory.  Notwithstanding the foregoing, nothing herein shall
prevent Mist or its Affiliates from Commercializing an authorized generic of the
Product during the Term; provided, however, that such Commercialization shall
not take place prior to three (3) months from the date of anticipated Generic
Competition; provided, further, however, that sales by Mist, its Affiliates and
sublicensees of such authorized generic of the Product shall be considered sales
of Product for purposes of the calculation of Net Sales hereunder and shall not
be included as sales of Generic Product in the calculation pursuant to Section
4.3 for purposes of reducing the performance payments.

                                                                                                                                                                                               

                                                                                                                                                                                              
                                                                                                                                                                                                3.5 Mist’s
Obligations.  During the Term, Mist shall, either directly or
through its Affiliates:

                                                                                                                                                                                                 

                                                                                                                                                                                                
                                                                                                                                                                                                  3.5.1 Use
Commercially Reasonable Efforts to promote, sell, advertise and generally create
a demand for, the Product within the Primary Territory and to the extent Product
in any country of the Secondary Territory obtains Regulatory Approval, including
by (a) distributing the Product to meet all reasonable demands for the
Product and (b) providing and maintaining adequate sales, services and warehouse
facilities;

                                                                                                                                                                                                   

                                                                                                                                                                                                  
                                                                                                                                                                                                    3.5.2 Comply
with all applicable Laws existing in the Territory from time to time in relation
to the Product and the performance of its obligations under this Agreement; and
shall obtain and maintain, or cause to be obtained and maintained, all necessary
licenses, registrations, certifications, exemptions, and permits required under
applicable Laws; prepare and submit, or caused to be prepared and submitted, any
required reports, applications, supplements, or other filings to the relevant
Governmental Authorities as may be required under the applicable Laws for any
activities performed by Mist hereunder; and Mist shall advise NovaDel in
writing, within thirty (30) days (or such shorter period of time as may be
required by Law for NovaDel to fulfill any of its obligations), of any changes
to applicable Law affecting the Product in the Territory or otherwise affecting
either of the Parties’ obligations hereunder;

                                                                                                                                                                                                     

                                                                                                                                                                                                    
                                                                                                                                                                                                      3.5.3 Maintain
current detailed customer lists and records relating to the Product sold in the
Territory, in such format as NovaDel may reasonably request from time to time,
and make such customer lists and records available to NovaDel and its third
party representatives, on a quarterly basis or as otherwise reasonably required
by NovaDel from time to time;

                                                                                                                                                                                                       

                                                                                                                                                                                                      
                                                                                                                                                                                                        3.5.4 Not make
any promises, representations, warranties, promises or guarantees to customers
or Third Parties or to the trade with respect to the Product (including the
specifications, features or capabilities thereof) except such as are expressly
authorized by NovaDel in writing or included in the Product packaging insert or
otherwise in compliance with the applicable Regulatory Approval and it shall
represent the Product accurately and fairly and

                                                                                                                                                                                                        
                                                                                                                                                                                                          
                                                                                                                                                                                                            
                                                                                                                                                                                                            

                                                                                                                                                                                                          

                                                                                                                                                                                                          
                                                                                                                                                                                                            10

                                                                                                                                                                                                            
                                                                                                                                                                                                              

                                                                                                                                                                                                            

                                                                                                                                                                                                          

                                                                                                                                                                                                          
                                                                                                                                                                                                            
                                                                                                                                                                                                            

                                                                                                                                                                                                          

                                                                                                                                                                                                           

                                                                                                                                                                                                          shall
refrain from misleading or unethical business practices, conduct its business in
a manner that reflects favorably on the Product and the good name, goodwill and
reputation of NovaDel, and avoid deceptive or unethical practices, including
disparagement of the Product;

                                                                                                                                                                                                        

                                                                                                                                                                                                        
                                                                                                                                                                                                           

                                                                                                                                                                                                        

                                                                                                                                                                                                        3.5.5 Promptly
inform NovaDel of any complaint or after-sales enquiry concerning the Product
which is received by Mist or its Affiliates; and

                                                                                                                                                                                                         

                                                                                                                                                                                                        
                                                                                                                                                                                                          3.5.6 Comply
with applicable pharmacovigilance and drug safety requirements imposed by FDA
and other governmental authorities in the Territory.

                                                                                                                                                                                                           

                                                                                                                                                                                                          
                                                                                                                                                                                                            Further,
pursuant to Section 3.12.1, Mist (or its designated Affiliate) shall retain sole
and exclusive rights and responsibilities to communicate with FDA regarding the
Product including with respect to the NDA, and shall be solely responsible for
ensuring the activities performed hereunder are in compliance with the NDA and
for filing any required NDA reports or supplements in connection therewith, but
shall provide NovaDel with copies of any such communications.  Mist
shall submit to NovaDel copies of all communications which it (or its designated
Affiliate) receives from or sends to FDA relating to the Product including all
reports and regulatory letters relating to the Product.

                                                                                                                                                                                                             

                                                                                                                                                                                                            
                                                                                                                                                                                                              3.6 Pharmacovigilance.  Within
sixty (60) days after the Effective Date, the Parties will enter into a mutually
agreeable pharmacovigilance agreement setting forth the Parties’ respective
obligations in detail with respect to pharmacovigilance and the exchange of drug
safety data. (the “Pharmacovigilance Agreement”),
which will include provisions to ensure full coordination between Mist and
NovaDel with regard to the Product and safety reporting, including Mist
in-Territory collection and transmission of safety reports to NovaDel, in
accordance with global regulations and timelines.  Within the
Territory, Mist, either directly or through its Affiliates, shall collect,
investigate and report all Product complaints, where there is an associated
adverse event or adverse drug reaction, and shall provide copies of such Product
complaints to NovaDel within the timelines set forth in the Pharmacovigilance
Agreement.

                                                                                                                                                                                                               

                                                                                                                                                                                                              
                                                                                                                                                                                                                3.7 Product
Changes.  Neither Mist nor any of its Affiliates shall make any
additions, modifications or alterations to any Product without NovaDel’s prior
written consent, which NovaDel may withhold in its absolute
discretion.  NovaDel in consultation with Mist and the Third Party
manufacturer may at any time make changes in the Product or the method or
process of Manufacture or production of the Product that do not materially
affect physical or functional interchangeability of the Product.  Such
changes and associated costs will be the sole responsibility of
NovaDel.  NovaDel will provide Mist and the Third Party Manufacturer
with notice of such changes in a timely manner and any potential impact they may
have on the current marketing platform of the Product.

                                                                                                                                                                                                                 

                                                                                                                                                                                                                
                                                                                                                                                                                                                  3.8 Recalls and
Withdrawals.  In the event that any Governmental Authority
threatens or initiates any action to remove the Product from the market (in
whole or in part), the Party receiving notice thereof shall notify the other
Party of such communication immediately, but in no event later than two (2)
Business Days, after receipt thereof.  NovaDel shall determine, in
good faith consultation with Mist, whether to initiate any recall or withdrawal
of Product in the Territory, including the scope of such recall or withdrawal
(e.g., a full or partial recall, or a temporary or permanent recall); provided,
however that before NovaDel initiates a recall or

                                                                                                                                                                                                                  
                                                                                                                                                                                                                    
                                                                                                                                                                                                                      
                                                                                                                                                                                                                      

                                                                                                                                                                                                                    

                                                                                                                                                                                                                    
                                                                                                                                                                                                                      11

                                                                                                                                                                                                                      
                                                                                                                                                                                                                        

                                                                                                                                                                                                                      

                                                                                                                                                                                                                    

                                                                                                                                                                                                                     

                                                                                                                                                                                                                    withdrawal
the Parties shall promptly meet and discuss in good faith the reasons therefor
and NovaDel shall consider in good faith any comments Mist may have with respect
to such recall (except for a recall or withdrawal mandated by a Governmental
Authority or a situation that in NovaDel’s sole discretion warrants immediate
action, in which case NovaDel may act without such advance notice and
consultation, but shall notify Mist immediately thereafter).  In the
event of any recall or withdrawal of the Product in the Territory, NovaDel shall
implement any action it deems necessary to conduct such recall or withdrawal and
bear all associated costs except to the extent such recall or withdrawal is the
result of Mist’s negligence, willful misconduct or breach of this Agreement in
which case such costs shall be the responsibility of Mist.

                                                                                                                                                                                                                  

                                                                                                                                                                                                                  
                                                                                                                                                                                                                     

                                                                                                                                                                                                                  

                                                                                                                                                                                                                  3.9 Co-Promotion
Option.  NovaDel shall have the right to co-promote the Product
in the Territory with Mist ***.  Upon the exercise of such
co-promotion option, the Parties shall negotiate in good faith a separate
agreement setting forth the terms and conditions pursuant to which the Parties
will co-promote the Product in the Territory. In such event, NovaDel will be
directly responsible for all costs associated with their co-promotion efforts
including any and all reimbursement to Mist for use of marketing materials
(i.e., extra printing, training etc.).

                                                                                                                                                                                                                   

                                                                                                                                                                                                                  
                                                                                                                                                                                                                    3.10 Line
Extensions.  Mist, either directly or through its Affiliates,
shall have the right to Develop and Commercialize line extensions of the Product
in the Territory utilizing NovaDel Technology upon the prior written agreement
of NovaDel, such agreement not to be unreasonably withheld, conditioned or
denied.  Upon receipt of notice from Mist, the Parties shall negotiate
in good faith a separate agreement setting forth the terms and conditions
pursuant to which Mist or its designated Affiliates may Develop and
Commercialize any line extensions of the Product in the Territory.

                                                                                                                                                                                                                     

                                                                                                                                                                                                                    
                                                                                                                                                                                                                      3.11 Manufacturing.  Mist,
either directly or through its Affiliates, shall be responsible for
Manufacturing the Product for Commercialization in the Territory, and costs and
expenses in connection therewith.

                                                                                                                                                                                                                       

                                                                                                                                                                                                                      
                                                                                                                                                                                                                        3.11.1 Manufacturing
Transfer.  The Parties acknowledge that as of the Effective
Date, NovaDel is in the process of transferring its technology related to
commercial manufacturing of the Product to a Third Party contract
manufacturer.  Mist, either directly or through its Affiliates, shall
assume such transition responsibilities and NovaDel shall provide such
reasonable assistance and cooperation as necessary to complete the manufacturing
transfer.  NovaDel shall be responsible for any costs and expenses
incurred by NovaDel in connection with the Manufacturing transfer prior to the
Effective Date and shall indemnify and hold Mist and its
Affiliates  harmless for any such costs and expenses.

                                                                                                                                                                                                                         

                                                                                                                                                                                                                        
                                                                                                                                                                                                                          3.11.2 Agreement with Third Party
Manufacturer.  Mist, either directly or through its Affiliates,
shall be responsible for entering into an agreement between Mist (or its
designated Affiliate) and any Third Party Manufacturer that is necessary to
Manufacture and supply Product for the Territory.

                                                                                                                                                                                                                           

                                                                                                                                                                                                                          
                                                                                                                                                                                                                            3.11.3 Documentation, Scale-Up, Other Costs
and Process Improvements.  Mist, at its sole cost and expense,
shall bear all scale-up, manufacturing, Chemistry Manufacturing and Controls
related activities, documentation, and other costs incurred by Mist or its Third
Party contract manufacturer in connection with securing and scaling up future
supply

                                                                                                                                                                                                                            
                                                                                                                                                                                                                              
                                                                                                                                                                                                                                
                                                                                                                                                                                                                                

                                                                                                                                                                                                                              

                                                                                                                                                                                                                              
                                                                                                                                                                                                                                12

                                                                                                                                                                                                                                
                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                

                                                                                                                                                                                                                              

                                                                                                                                                                                                                              
                                                                                                                                                                                                                                
                                                                                                                                                                                                                                

                                                                                                                                                                                                                              

                                                                                                                                                                                                                               

                                                                                                                                                                                                                              of the
Product.  Mist, either directly or through its Affiliates, shall be
committed to (or committed to working with the Third Party contract
manufacturer) in developing and implementing continuous cost, quality and
improvement programs by seeking productivity improvements, by minimizing waste
and improving yields, by purchasing quality materials at lower cost, by
improving Manufacturing processes, by streamlining organizational processes, by
reducing cycle times and lead times and the like.

                                                                                                                                                                                                                            

                                                                                                                                                                                                                            
                                                                                                                                                                                                                               

                                                                                                                                                                                                                            

                                                                                                                                                                                                                            3.11.4 NovaDel Transfer
Expenses.  Mist shall, or shall cause an Affiliate to,
reimburse NovaDel for all reasonable costs and expenses, if any, incurred by
NovaDel (or any of its Affiliates) after the Effective Date in providing the
assistance and cooperation in transitioning the Manufacturing, inclusive of
site-related expenses such as those charged by the Third Party contract
manufacturer through the production of the engineering batches and internal
expenses through the Manufacture of the process validation
batches.  All reimbursements payable pursuant to this Section shall be
made by Mist or its designated Affiliate, as the case may be, within thirty (30)
days after submission of a valid invoice by NovaDel.

                                                                                                                                                                                                                             

                                                                                                                                                                                                                            
                                                                                                                                                                                                                              3.12 NovaDel
Obligations.  During the Term:

                                                                                                                                                                                                                               

                                                                                                                                                                                                                              
                                                                                                                                                                                                                                3.12.1 NovaDel
shall at its own cost and expense and no later than thirty (30) days after the
Effective Date, designate Mist (or its designated Affiliate) as its authorized
agent for all communications with FDA on all matters relative to the NDA and the
Product and take all steps that may be necessary to effectuate such
designation;

                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                
                                                                                                                                                                                                                                  3.12.2 NovaDel
shall provide Mist or its designated Affiliate, as applicable, with complete
copies of the NDA for the Product and all other applications and correspondence
to FDA and other Governmental Authorities in the Primary Territory related to
the Product;

                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                    3.12.3 NovaDel
shall at its own cost and expense maintain and update the NDA for the Product in
the Primary Territory and pay any maintenance, facility or other fees related
thereto so as to enable Mist and/or its Affiliates to Manufacture and
Commercialize the Product in the Primary Territory.  NovaDel shall not
withdraw the NDA for the Product in the Primary Territory unless required by the
FDA or if mutually agreed upon by the Parties;

                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                      3.12.4 NovaDel
shall not: (i) seek FDA approval with respect to any Competitive Product in the
Primary Territory; (ii) Develop, manufacture or have manufactured any
Competitive Product in the Territory, (iii) market or have marketed any
Competitive Product in the Territory or (iv) license any Third Party to do any
of the foregoing;

                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                        3.12.5 NovaDel
shall be solely responsible for and pay any royalties or other amounts due to
Third Parties under agreements in existence as of the Effective Date related to
the Product and shall indemnify and hold Mist and its Affiliates harmless from
any claims arising from or related thereto;

                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                          3.12.6 NovaDel
shall maintain the NovaDel Trademark in full force and effect and pay all
maintenance and other fees as and when due; and

                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                            3.12.7 NovaDel
will provide notice to Mist of any defaults by NovaDel under the Security
Agreement and, subject to any confidentiality restrictions, provide Mist with
copies of

                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                13

                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                              any
communications received from the parties to such Security Agreement the extent
such communication would have a material adverse effect on the NovaDel
Technology, the NovaDel Trademark or the rights and licenses granted to Mist
under this Agreement.

                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                              ARTICLE 4

                                                                                                                                                                                                                                              FINANCIAL
TERMS

                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                            4.1 Upfront Payment.  As
partial payment for the rights and licenses granted by NovaDel pursuant to this
Agreement, Mist shall, or shall cause an Affiliate to, pay to NovaDel, within
three (3) Business Days of execution of this Agreement, an amount equal to One
Million Dollars ($1,000,000), it being understood that Mist has previously paid
to NovaDel $*** of such upfront payment.  Such amount shall be
non-creditable and non-refundable

                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                              4.2 Milestone
Payments.  As further consideration for the rights and licenses
granted by NovaDel pursuant to this Agreement, Mist shall, or shall cause an
Affiliate to, pay NovaDel the following milestone payments on the date when
due:

                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                4.2.1 First Milestone: ***
Dollar ($***) within *** of receipt by Mist or its designated Affiliate, as
applicable, of *** that *** has been *** ***.

                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                  4.2.2 Second Milestone: *** Dollars ($***) on the
***.

                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                    4.3 Performance
Payments.  As further consideration for NovaDel’s grant of the
rights and licenses to Mist hereunder, Mist will, or will cause an Affiliate to,
pay to NovaDel an amount equal to seventeen percent (17%) of Net
Sales.

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                      4.4 Generic
Competition.  At the time when Generic Competition exists, the
performance payments set forth in Section 4.3 shall
be reduced as follows:

                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                          	
                                                                                                                                                                                                                                                                  Percentage
      Sales of Generic Product in Territory For Sales of all Product and Generic
      Product in the Territory

                                                                                                                                                                                                                                                                	
                                                                                                                                                                                                                                                                  Resulting
      Percentage of Net Sales Due NovaDel

                                                                                                                                                                                                                                                                
	
                                                                                                                                                                                                                                                                  0%-***%

                                                                                                                                                                                                                                                                	
                                                                                                                                                                                                                                                                  ***%

                                                                                                                                                                                                                                                                
	
                                                                                                                                                                                                                                                                  ***%-***%

                                                                                                                                                                                                                                                                	
                                                                                                                                                                                                                                                                  ***%

                                                                                                                                                                                                                                                                
	
                                                                                                                                                                                                                                                                  ***%-***%

                                                                                                                                                                                                                                                                	
                                                                                                                                                                                                                                                                  ***%

                                                                                                                                                                                                                                                                
	
                                                                                                                                                                                                                                                                  ***%-***%

                                                                                                                                                                                                                                                                	
                                                                                                                                                                                                                                                                  ***%

                                                                                                                                                                                                                                                                


                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                        


                                                                                                                                                                                                                                                        For example, if sales of a Generic
Product constitute ***% of the total sales of both Product and Generic Product,
the performance payment percentage of Net Sales due to NovaDel pursuant to
Section 4.3 shall be reduced from ***% to
***%.

                                                                                                                                                                                                                                                        


                                                                                                                                                                                                                                                        4.5 Sublicense
Payments.  Mist shall, or shall cause its Affiliates to, pay to
NovaDel *** percent (***%) of all Sublicense Income within *** after
receipt of the Sublicense Income by Mist or its Affiliates.

                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                          4.6 Payment Method.  All
amounts due to NovaDel hereunder will be paid in Dollars by wire transfer in
immediately available funds to an account designated by NovaDel.

                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                              14

                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                            Any
undisputed payments or portions thereof due hereunder that are not paid by the
date such payments are due under this Agreement will bear simple interest at the
lower of a rate per annum equal to (a) *** percent (***%) per month, or (b)
the maximum rate permitted by applicable Law, calculated on the number of days
such payment is delinquent.

                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                          4.7 Payment Schedules;
Reports.  Performance payments due pursuant to Section 4.3 are due and payable within forty-five (45) days
after the end of each calendar quarter in which there were Net
Sales.  Mist or its designated Affiliate, as applicable, will
accompany each payment under this Agreement with a report setting forth the
amount of gross sales of each Product, a calculation of Net Sales and a
calculation of the amount of payment due on such Net Sales (including any
adjustment for Generic Competition).

                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                            4.8 Records Retention;
Audit.

                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                              4.8.1 Record
Retention.  Mist shall, either directly or through its
Affiliates, maintain complete and accurate books, records and accounts relevant
for the calculation of Net Sales and Sublicense Income, in sufficient detail to
confirm the accuracy of any payments required under this Agreement, which books,
records and accounts will be retained by Mist or its Affiliates, as applicable,
for three (3) years after the end of the period to which such books, records and
accounts pertain, or longer as is required by applicable Law.

                                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                4.8.2 Audit.  NovaDel will
have the right to have an independent certified public accounting firm of
internationally recognized standing, reasonably acceptable to Mist, to have
access during normal business hours, upon reasonable prior written notice and
not more than once in each calendar year during the Term and for three (3) years
thereafter, or longer as is required by applicable Law, to such of the records
of Mist and/or its Affiliates and sublicensees as may be reasonably necessary to
verify the accuracy of the calculation of Net Sales and/or Sublicense Income for
any calendar year ending not more than three (3) years, or longer as is required
by applicable Law, prior to the date of such request.  Results of such
inspections shall be made available to both NovaDel and Mist; provided that the accounting firm
shall report to NovaDel only the final audited payment amounts to be paid by
Mist and its Affiliates and sublicensees.  ***unless the *** in which
*** of the *** .

                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                  4.8.3 Payment of Additional
Amounts.  If, based on the results of any audit, additional
payments are owed to NovaDel under this Agreement, then Mist will make, or cause
to be made, such additional payments within thirty (30) days after the
accounting firm’s written report is delivered to the Parties.  The
provisions of Section 4.5 shall apply to such
payment as of the date such additional payments were originally
due.

                                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                    4.8.4 Confidentiality.  In
connection with its audit rights in this Section 4.8, NovaDel will treat all information that is shared
with it in connection with NovaDel’s audit rights under this Section 4.8 in accordance with the provisions of ARTICLE 5.

                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                        15

                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                       
ARTICLE
5                      

                                                                                                                                                                                                                                                                    CONFIDENTIALITY

                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                      5.1 Confidential
Information.

                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                        5.1.1 Confidential
Information.  As used in this Agreement, the term “Confidential Information”
means all secret, confidential or proprietary information or data, whether
provided in written, oral, graphic, video, computer, electronic or other form,
generated pursuant to this Agreement or provided pursuant to this Agreement by
one Party and its Affiliates (the “Disclosing Party”) to the
other Party and its Affiliates (the “Receiving Party”), including
information relating to the Disclosing Party’s existing or proposed research,
development efforts, patent applications, business or products, and any other
materials that have not been made available by the Disclosing Party to the
general public.  Notwithstanding the foregoing sentence, Confidential
Information shall not include any information or materials that:

                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                          (a) were
already known to the Receiving Party (other than under an obligation of
confidentiality), at the time of disclosure by the Disclosing Party, to the
extent such Receiving Party has documentary evidence to that
effect;

                                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                            (b) were
generally available to the public or otherwise part of the public domain at the
time of disclosure thereof to the Receiving Party;

                                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                              (c) became
generally available to the public or otherwise part of the public domain after
disclosure or development thereof, as the case may be, and other than through
any act or omission of a Party in breach of such Party’s confidentiality
obligations under this Agreement; or

                                                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                (d) were
disclosed to a Party, other than under an obligation of confidentiality, by a
Third Party who had no obligation to the Disclosing Party not to disclose such
information to others.

                                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                  5.1.2 Confidentiality
Obligations.  Each of NovaDel and Mist shall not, and shall
direct its Affiliates not to, disclose, and shall keep all Confidential
Information of the other Party confidential with the same degree of care it
employs to maintain the confidentiality of its own Confidential Information, but
in no event less than a reasonable degree of care.  Neither Party
shall use such Confidential Information for any purpose other than in
performance of, or in exercise of its rights under, this Agreement or disclose
the same to any other Person other than to such of its and its Affiliates’
directors, managers, employees, independent contractors, agents or consultants
who have a need to know such Confidential Information to implement the terms of
this Agreement or enforce its rights under this Agreement; provided, however,
that a Receiving Party shall advise any of its and its Affiliates’ directors,
managers, employees, independent contractors, agents or consultants who receives
such Confidential Information of the confidential nature thereof and of the
obligations contained in this Agreement relating thereto, and the Receiving
Party shall ensure (including, in the case of a Third Party, by means of a
written agreement with such Third Party having terms at least as protective as
those contained in this ARTICLE 5) that all such
directors, managers, employees, independent contractors, agents or consultants
comply with such obligations as if they had been a Party hereto.  Upon
termination

                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                      16

                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                    of this
Agreement, the Receiving Party shall return or destroy all documents, tapes or
other media containing Confidential Information of the Disclosing Party that
remain in the possession of the Receiving Party or its directors, managers,
employees, independent contractors, agents or consultants, except that the
Receiving Party may keep one copy of the Confidential Information in the legal
department files of the Receiving Party, solely for archival
purposes.  Such archival copy shall be deemed to be the property of
the Disclosing Party, and shall continue to be subject to the provisions of this
ARTICLE 5.  It is understood that receipt
of Confidential Information under this Agreement will not limit the Receiving
Party from assigning its employees to any particular job or task in any way it
may choose, subject to the terms and conditions of this
Agreement.

                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                  5.1.3 Governmental
Requirements.  Confidential Information that is disclosed by
judicial or administrative process shall remain otherwise subject to the
confidentiality and non-use provisions of this Section 5.1, and the Party disclosing Confidential Information
pursuant to law or court order shall take all steps reasonably practical,
including seeking an order of confidentiality, to ensure the continued
confidential treatment of such Confidential Information.

                                                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                    5.1.4 Notification.  The
Receiving Party shall notify the Disclosing Party promptly upon discovery of any
unauthorized use or disclosure of the Disclosing Party’s Confidential
Information, and will cooperate with the Disclosing Party in any reasonably
requested fashion to assist the Disclosing Party to regain possession of such
Confidential Information and to prevent its further unauthorized use or
disclosure.

                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                      5.2 Publicity; Filing of this
Agreement.  Any publication, news release or other public
announcement relating to this Agreement or to the performance hereunder, shall
first be reviewed and approved by both Parties; provided, however, that a Party
may (a) once a press release or other public announcement is approved in writing
by both Parties, make subsequent public disclosure of the information contained
in such press release or other public announcement without the further approval
of the other Party, and (b) any disclosure which is required by applicable Law
as advised by the disclosing Party’s counsel may be made without the prior
consent of the other Party.  To the extent practicable, the
non-disclosing Party shall be given at least seven (7) Business Days advance
notice of any such legally required disclosure, and shall provide any comments
on the proposed disclosure during such period.  To the extent that
either Party determines that it or the other Party is required to file or
register this Agreement or a notification thereof to comply with the
requirements of an applicable stock exchange or NASDAQ regulation or any
Governmental Authority, including the U.S. Securities and Exchange Commission,
the Competition Directorate of the Commission of the European Communities or the
U.S. Federal Trade Commission, such Party shall promptly inform the other Party
thereof.  Prior to making any such filing, registration or
notification, the Parties shall agree on the provisions of this Agreement for
which the Parties shall seek confidential treatment, it being understood that if
one Party determines to seek confidential treatment for a provision for which
the other Party does not, then the Parties will use reasonable efforts in
connection with such filing to seek the confidential treatment of any such
provision.  The Parties shall cooperate, each at its own expense, in
such filing, registration or notification, including such confidential treatment
request, and shall execute all documents reasonably required in connection
therewith.

                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                          17

                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                                      5.3 Use of
Names.  Neither Party shall use the name of the other Party in
relation to this transaction in any public announcement, press release or other
public document without the prior written consent of such other Party, which
consent shall not be unreasonably withheld; provided, however, that either Party
may use the name of the other Party in any document filed with any regulatory
agency or authority, including the FDA and the Securities and Exchange
Commission.

                                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                        5.4 Confidentiality of this
Agreement.  The terms and existence of this Agreement shall be
Confidential Information of each Party and, as such, shall be subject to the
provisions of this ARTICLE 5.

                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                          5.5 Survival.  The
obligations and prohibitions contained in this ARTICLE
5 shall survive the expiration or termination of this Agreement for a period
of ***.

                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                                                            ARTICLE
6                      

                                                                                                                                                                                                                                                                                            OWNERSHIP
OF INTELLECTUAL PROPERTY AND PATENT RIGHTS

                                                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                              6.1 Ownership of Intellectual
Property.  Subject to the license grants in Section 2.1, NovaDel shall own and retain all right, title,
and interest in and to any and all: (a) NovaDel Technology existing at the
Effective Date; and (b) Know-How and improvements that are conceived,
discovered, developed or otherwise made by or on behalf of either Party (or its
Affiliates or sublicensees), whether or not patentable, and any and all Patent
and other intellectual property rights thereto related to the
Product.  Mist shall promptly disclose to NovaDel in writing, the
conception or reduction to practice, or the discovery, development or making of
any and all information and improvements, and shall, and does hereby, assign,
and shall cause its Affiliates and sublicensees to assign, to NovaDel, without
any additional compensation, all of their respective right, title and interest
in and to any intellectual property rights related to the Know-How or
Improvements.  To the extent necessary to assign any such intellectual
property rights, Mist shall, and shall cause its Affiliates and sublicensees to,
enter into and execute all reasonable and appropriate assignments, transfers and
other agreements, and enter into all agreements with its employees, consultants,
Affiliates and sublicensees that are necessary or appropriate to ensure the
assignment of such intellectual property rights to NovaDel.

                                                                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                6.2 Patent Prosecution and
Maintenance.

                                                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                  6.2.1 NovaDel
Patents.  NovaDel shall be responsible for the preparation,
filing, prosecution and maintenance of the NovaDel Patents.  The cost
of such preparation, filing, prosecution and maintenance of the NovaDel Patents
shall be borne by NovaDel.  NovaDel shall keep Mist informed of
progress with regard to the preparation, filing, prosecution and maintenance of
NovaDel Patents in the Territory.  If (i) NovaDel elects not to pursue
the filing, prosecution or maintenance of a NovaDel Patent in the Territory or
fails to take any other action with respect to a NovaDel Patent in the Territory
that is necessary or useful to establish or preserve rights with respect to the
Product, and (ii) such NovaDel Patent does not claim or cover the NovaDel
Process, then NovaDel shall so notify Mist promptly in writing and in good time
to enable Mist or any of its Affiliates to meet any deadlines by which an action
must be taken to establish or preserve any such rights in such NovaDel Patent in
the Territory.  Upon receipt of

                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                      18

                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                                    any such
notice by NovaDel or if, at any time, NovaDel fails to initiate any such action
within thirty (30) days after a request by Mist or any or its Affiliates that it
do so (and thereafter diligently pursue such action), Mist or any of its
Affiliates shall have the right, but not the obligation, to pursue the filing or
registration, or support the continued prosecution or maintenance, of such
NovaDel Patent at its expense in the Territory.  If Mist or any of its
Affiliates elects to pursue such filing or registration, as the case may be, or
continue such support, then Mist or such Affiliate shall notify NovaDel of such
election and NovaDel shall, and shall cause its Affiliates to, reasonably
cooperate with Mist and its Affiliates in this regard.

                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                                  6.2.2 Cooperation of the
Parties.  Each Party agrees to cooperate fully in the
preparation, filing, prosecution and maintenance of any NovaDel Patents under
this Agreement and in the obtaining and maintenance of any patent extensions,
supplementary protection certificates and the like with respect to any NovaDel
Patent claiming the composition or method of manufacture or use of the
Product.

                                                                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                    6.3 Infringement by Third
Parties.  The Parties shall promptly notify the other in
writing of any alleged or threatened infringement of any NovaDel Patent of which
they become aware.

                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                      6.3.1 NovaDel
Patents.  With respect to infringement of any NovaDel Patent
that is likely to have an effect or impact on the sales or commercial potential
of the Product in the Territory, NovaDel shall have the first right, but not the
obligation, to bring and control any action or proceeding with respect to such
infringement of any NovaDel Patent at its own expense and using counsel of its
own choice.  If NovaDel fails to bring an action or proceeding within
ninety (90) days following the notice of alleged infringement (or within thirty
(30 days of receipt of a Paragraph IV notification under Hatch Waxman) or
earlier notifies Mist in writing of its intent not, to bring an action or
proceeding, Mist or any of its Affiliates shall have the right to bring and
control any such action at its own expense and using counsel of its own choice,
and NovaDel shall have the right, at its own expense, to participate in any such
action with counsel of its own choice, subject to Mist’s or its Affiliate’s
control; provided, however, that if NovaDel enters into negotiations with an
alleged infringer within such ninety (90) day period, then NovaDel shall have an
additional ninety (90) days to conclude such negotiations before Mist or its
Affiliate may bring suit for such infringement.  Neither party shall
not enter into any settlement or compromise with respect to any NovaDel Patent
without the other party’s prior consent, which consent shall not be unreasonably
withheld.

                                                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                        6.3.2 Cooperation.  In the
event a Party brings an infringement action in accordance with this Section 6.3, the other Party shall cooperate fully, including,
if required to bring such action, the furnishing of a power of attorney or being
named as a party.  Except as otherwise agreed to by the Parties as
part of a cost sharing arrangement, any recovery realized as a result of such
litigation, after reimbursement of any litigation expenses of Mist or its
designated Affiliate and NovaDel, shall be retained by the Party that brought
and controlled such litigation for purposes of this Agreement; provided,
however, that to the extent that any award is attributable to the loss of sales
of the Product, such amount shall be paid to Mist or designated Affiliate and
shall be treated as Net Sales on which royalties shall be due pursuant to
Section 4.3.

                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                            19

                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                        6.4 Infringement of Third Party
Rights.  Each Party shall promptly notify the other in writing
of any allegation by a Third Party that the activity of either of the Parties
pursuant to this Agreement infringes or may infringe the intellectual property
rights of such Third Party.  NovaDel shall have the right to control
any defense of any such claim involving alleged infringement of Third Party
rights by either Party’s activities under this Agreement at NovaDel’s expense by
counsel of NovaDel’s choice; provided, however, that Mist shall bear all costs
and expenses associated with the defense of any such claim to the extent that it
relates to the Commercialization or Manufacture of the Product in the
Territory.

                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                          ARTICLE
7                      

                                                                                                                                                                                                                                                                                                          REPRESENTATIONS
AND WARRANTIES

                                                                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                            7.1 Representations,
Warranties and Covenants.

                                                                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                              7.1.1 Mutual
Representations.  Each of the Parties hereby represents and
warrants to the other Party that, as of the Effective Date:

                                                                                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                (a) Such
Party has full corporate right, power and authority to enter into this Agreement
and to perform its respective obligations under this Agreement and that it has
the right to grant the licenses and sublicenses granted pursuant to this
Agreement;

                                                                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                  (b) This
Agreement is a legal and valid obligation binding upon such Party and
enforceable in accordance with its terms.  The execution, delivery and
performance of the Agreement by such Party does not conflict with any agreement,
instrument or understanding, oral or written, to which it is a Party or by which
it is bound, nor, to its knowledge, violate any Law of any Governmental
Authority having jurisdiction over it;

                                                                                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                    (c) Such
Party has not granted any right to any Third Party that would conflict with the
rights granted to the other Party hereunder;

                                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                      (d) Except
for Regulatory Approvals, pricing and/or reimbursement approvals, manufacturing
approvals and/or similar approvals necessary for the Development, Manufacture or
Commercialization of Product (and the components thereof), such Party has
obtained all necessary consents, approvals and authorizations of all Government
Authorities and other Persons required to be obtained by it as of the Effective
Date in connection with the execution, delivery and performance of this
Agreement; and

                                                                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                        (e) There is
no action or proceeding pending or, to such Party’s knowledge, threatened, that
questions the validity of this Agreement or any action taken by such Party in
connection with the execution of this Agreement.

                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                          7.1.2 Additional Representations of
NovaDel.  NovaDel hereby represents and warrants to Mist that,
as of the Effective Date:

                                                                                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                            (a) NovaDel
owns all right, title and interest in and to, or has a license, sublicense or
other permission to use and license in the Territory the NovaDel
Technology;

                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                20

                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                                                                                            (b) To
NovaDel’s knowledge, all patent applications within the NovaDel Patents are
still pending and all issued patents within the NovaDel Patents are in good
standing and have not been abandoned;

                                                                                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                              (c) There is
no action, proceeding, or investigation pending or, to NovaDel’s knowledge,
threatened, or any basis therefor known to NovaDel, that questions the validity
of this Agreement or the right of NovaDel to enter into this Agreement or to
consummate the transactions contemplated hereby or that would result, either
individually or in the aggregate, in any material adverse event;

                                                                                                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                (d) The
financial statements included in NovaDel’s public filings fairly and accurately
present NovaDel’s financial position as of those dates and the results of
operations and changes in its financial position for such periods then
ended;

                                                                                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                  (e) NovaDel
is not a party to an interference relating to the subject matter of the NovaDel
Patents identified on Schedule 1.21 and is unaware
of any other assertion or claim challenging the validity or ownership of the
NovaDel Patent;

                                                                                                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                    (f) NovaDel
does not currently have an agreement with any Third Party granting a license
under or to any of the NovaDel Technology to Manufacture or Commercialize the
Product in the Territory;

                                                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                      (g) NovaDel
is not aware of any generic filing or 505(b) filing against the
Product;

                                                                                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                        (h) To
NovaDel’s knowledge, the Manufacture or Commercialization of the Product in the
Primary Territory or use of the NovaDel Technology  in the Primary
Territory does not, infringe any valid rights of any Third Party including inter alia intellectual
property rights;

                                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                          (i) To
NovaDel’s knowledge, the NovaDel Trademark in the Primary Territory is valid and
in good standing and has not been abandoned.  All maintenance payments
in the Primary Territory have been paid when due; and

                                                                                                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                            (j) NovaDel
is a party to that certain Security Pledge Agreement, dated as of May 6, 2008,
by NovaDel for the benefit of ProQuest Investments II, L.P., ProQuest
Investments II Advisors Fund, L.P. and ProQuest Investments III, L.P. (the
“Security
Agreement”).  Except as otherwise set forth in and/or disclosed
in NovaDel’s public filings, NovaDel is not in default nor is NovaDel aware of
any facts or circumstances with the passage of time would result in a default
under the Security Agreement.

                                                                                                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                              7.2 Limitation on Representations or
Warranties.  Notwithstanding anything to the contrary herein,
neither Party will be in breach of any representation or warranty made pursuant
to this ARTICLE 7 to the extent that the Party
alleged to have so breached can demonstrate that the Party alleging such breach
had, on or prior to the Effective Date, actual knowledge of such breach of such
representation or warranty.

                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                  21

                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                                                                                              7.3 Disclaimer of
Warranty.  EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN
SECTION 7.1, NEITHER PARTY MAKES ANY
REPRESENTATIONS AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR
BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND NOVADEL AND MIST EACH
SPECIFICALLY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN
OR ORAL, EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY,
MERCHANTABILITY OR  FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY
WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY
INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EACH PARTY HEREBY DISCLAIMS ANY
REPRESENTATION OR WARRANTY THAT THE DEVELOPMENT, MANUFACTURE AND
COMMERCIALIZATION OF THE PRODUCTS PURSUANT TO THIS AGREEMENT WILL BE SUCCESSFUL
OR THAT ANY PARTICULAR SALES LEVEL WITH RESPECT TO THE PRODUCTS WILL BE
ACHIEVED.

                                                                                                                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                7.4 Limitation of
Liability.  IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST
PROFITS OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING UNDER ANY
CAUSE OF ACTION AND ARISING IN ANY WAY OUT OF THIS AGREEMENT, EXCEPT AS A RESULT
OF A PARTY’S WILLFUL MISCONDUCT, GROSS NEGLIGENCE, RECKLESS CONDUCT OR A BREACH
OF THE CONFIDENTIALITY AND NON-USE OBLIGATIONS IN ARTICLE 5.  MOREOVER, THE FOREGOING
LIMITATIONS WILL NOT LIMIT EITHER PARTY’S OBLIGATIONS TO THE OTHER PARTY UNDER
ARTICLE 8.

                                                                                                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                  ARTICLE
8                      

                                                                                                                                                                                                                                                                                                                                                  INDEMNIFICATION;
INSURANCE

                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                    8.1 Indemnification.

                                                                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                      8.1.1 Indemnification by
Mist.  Mist hereby agrees to save, defend and hold NovaDel, its
Affiliates, and their respective directors, members, agents and employees
(collectively, “NovaDel
Indemnitees”) harmless from and against any and all Losses arising in
connection with any and all charges, complaints, actions, suits, proceedings,
hearings, investigations, claims, demands, judgments, orders, decrees,
stipulations or injunctions by a Third Party (each a “Third Party Claim”) resulting
from (a) any breach by Mist of any of its representations, warranties, covenants
or obligations pursuant to this Agreement, (b) any alleged violation of any Laws
by a Mist Indemnitee relating to the reimbursement, pricing, promotion or
advertising of Product, (c) the death of or any injury to any person or any
damage to or loss of property as a result of Product Commercialized or otherwise
distributed by Mist or its Affiliates or sublicensees, except to the extent that
such Losses are subject to indemnification by NovaDel pursuant to Section 8.1.2, or (d) any negligent act, omission or willful
misconduct of a Mist Indemnitee in the use, Commercialization or distribution of
Product.

                                                                                                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                        8.1.2 Indemnification by
NovaDel.  NovaDel hereby agrees to save, defend and hold Mist
and its Affiliates and their respective directors, members, agents and
employees

                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                            22

                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                                                                                                          (collectively,
“Mist Indemnitees”)
harmless from and against any and all Losses arising in connection with any and
all Third Party Claims resulting from (a) any breach by NovaDel of any of its
representations, warranties, covenants or obligations pursuant to this Agreement
or (b) any negligent act, omission or willful misconduct by NovaDel or its
Affiliates or their respective officers, directors, employees, agents or
consultants in performing any obligations under this Agreement or in the
Development and Manufacturing of Product or in the Commercialization of Product
prior to the Effective Date.

                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                                        8.2 Notice of
Claim.  All indemnification claims in respect of any indemnitee
seeking indemnity under Section 8.1 (collectively,
the “Indemnitees” and
each an “Indemnitee”)
will be made solely by the corresponding Party (the “Indemnified
Party”).  The Indemnified Party will give the indemnifying
Party (the “Indemnifying
Party”) prompt written notice (an “Indemnification Claim Notice”)
of any Losses or the discovery of any fact upon which such Indemnified Party
intends to base a request for indemnification under Section 8.1, but in no event will the Indemnifying Party be
liable for any Losses that result from any delay in providing such notice which
materially prejudices the defense of such Third Party Claim.  Each
Indemnification Claim Notice must contain a description of the claim and the
nature and amount of such Loss (to the extent that the nature and amount of such
Loss are known at such time).  Together with the Indemnification Claim
Notice, the Indemnified Party will furnish promptly to the Indemnifying Party
copies of all notices and documents (including court papers) received by any
Indemnitee in connection with the Third Party Claim.

                                                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                          8.3 Control of
Defense.  At its option, the Indemnifying Party may assume the
defense of any Third Party Claim subject to indemnification as provided for in
Sections 8.1.1 and 8.1.2 by giving written notice to the Indemnified
Party within thirty (30) days after the Indemnifying Party’s receipt of an
Indemnification Claim Notice.  Upon assuming the defense of a Third
Party Claim, the Indemnifying Party may appoint as lead counsel in the defense
of the Third Party Claim any legal counsel it selects.  Should the
Indemnifying Party assume the defense of a Third Party Claim, the Indemnifying
Party will not be liable to the Indemnified Party or any other Indemnitee for
any legal expenses subsequently incurred by such Indemnified Party or other
Indemnitee in connection with the analysis, defense or settlement of the Third
Party Claim.

                                                                                                                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                            8.4 Right to Participate in
Defense.  Without limiting Section 8.3, any Indemnitee will be entitled to participate
in, but not control, the defense of a Third Party Claim for which it has sought
indemnification hereunder and to employ counsel of its choice for such purpose;
provided, however, that such employment will be at the Indemnitee’s own expense
unless (a) the employment thereof has been specifically authorized by the
Indemnifying Party in writing, or (b) the Indemnifying Party has failed to
assume the defense and employ counsel in accordance with Section 8.3 (in which case the Indemnified Party will control
the defense).

                                                                                                                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                              8.5 Settlement.  With
respect to any Losses relating solely to the payment of money damages in
connection with a Third Party Claim and that will not result in the Indemnitee’s
becoming subject to injunctive or other relief or otherwise adversely affect the
business of the Indemnitee in any manner, and as to which the Indemnifying Party
will have acknowledged in writing the obligation to indemnify the Indemnitee
hereunder, the Indemnifying Party will have the sole right to consent to the
entry of any judgment, enter into any settlement or otherwise

                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                  23

                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                                                                                                                dispose
of such Loss, on such terms as the Indemnifying Party, in its reasonable
discretion, will deem appropriate (provided, however that such terms shall
include a complete and unconditional release of the Indemnified Party from all
liability with respect thereto), and will transfer to the Indemnified Party all
amounts which said Indemnified Party will be liable to pay prior to the time of
the entry of judgment.  With respect to all other Losses in connection
with Third Party Claims, where the Indemnifying Party has assumed the defense of
the Third Party Claim in accordance with Section 8.3, the Indemnifying Party will have authority to
consent to the entry of any judgment, enter into any settlement or otherwise
dispose of such Loss provided it obtains the prior written consent of the
Indemnified Party (which consent will be at the Indemnified Party’s reasonable
discretion).  The Indemnifying Party that has assumed the defense of
the Third Party Claim in accordance with Section 8.3 will not be liable for any settlement or other
disposition of a Loss by an Indemnitee that is reached without the written
consent of such Indemnifying Party.  Regardless of whether the
Indemnifying Party chooses to defend or prosecute any Third Party Claim, no
Indemnitee will admit any liability with respect to, or settle, compromise or
discharge, any Third Party Claim without first offering to the Indemnifying
Party the opportunity to assume the defense of the Third Party Claim in
accordance with Section 8.3.

                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                                                                                                              8.6 Cooperation.  If the
Indemnifying Party chooses to defend or prosecute any Third Party Claim, the
Indemnified Party will, and will cause each other Indemnitee to, cooperate in
the defense or prosecution thereof and will furnish such records, information
and testimony, provide such witnesses and attend such conferences, discovery
proceedings, hearings, trials and appeals as may be reasonably requested in
connection with such Third Party Claim.  Such cooperation will include
access during normal business hours afforded to the Indemnifying Party to, and
reasonable retention by the Indemnified Party of, records and information that
are reasonably relevant to such Third Party Claim, and making Indemnitees and
other employees and agents available on a mutually convenient basis to provide
additional information and explanation of any material provided hereunder, and
the Indemnifying Party will reimburse the Indemnified Party for all its
reasonable out-of-pocket expenses incurred in connection with such
cooperation.

                                                                                                                                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                8.7 Insurance.  Each
party shall obtain and, throughout the Term and for a period of *** after
termination of this Agreement, maintain in force General Liability and Products
Liability with limits at a minimum of *** Dollars ($***).  Such
insurance shall name the other party as an additional insured.  It is
understood that such insurance will not be construed to limit either party’s
liability with respect to its indemnification obligations under this ARTICLE 8.  Each party will provide the
other upon request a certificate evidencing the insurance each party is required
to obtain and keep in force under this ARTICLE
8.  Such certificate will provide that such insurance will not
expire or be cancelled or modified without at least thirty (30) days’ prior
notice to the other party.

                                                                                                                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                     
ARTICLE
9                      

                                                                                                                                                                                                                                                                                                                                                                  TERM
AND TERMINATION

                                                                                                                                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                    9.1 Term.  This
Agreement shall commence as of the Effective Date and, unless sooner terminated
as provided herein, shall continue in effect for so long as Mist has an
obligation to pay monies to NovaDel pursuant to the terms of this Agreement (the
“Term”).

                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                        24

                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                                                                                                    9.2 Termination.

                                                                                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                      9.2.1 Breach.  NovaDel, on
the one hand, and Mist, on the other, may, without prejudice to any other
remedies available to it at Law or in equity, terminate this Agreement in the
event that the other (the “Breaching Party”) shall have
materially breached or defaulted in the performance of any of its
obligations.  The Breaching Party shall have sixty (60) days (twenty
(20) days in the event of non-payment) after written notice thereof was provided
to the Breaching Party by the non-breaching Party to remedy such
default.  Any such termination shall become effective at the end of
such 60-day period (20-day period for non-payment) unless the Breaching Party
has cured any such breach or default prior to the expiration of such 60-day
period (20-day period for non-payment).

                                                                                                                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                        9.2.2 Bankruptcy.  NovaDel,
on the one hand, and Mist, on the other, may terminate this Agreement upon
written notice to other at any time, to the extent permitted by Law, if the
other shall make or seek to make or arrange an assignment for the benefit of
creditors, or if proceedings in voluntary or involuntary bankruptcy shall be
initiated by, on behalf of or against such Party (and, in the case of any such
involuntary proceeding, not dismissed within ninety (90) days), or if a receiver
or trustee of such Party’s property shall be appointed and not discharged within
ninety (90) days.

                                                                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                          9.2.3 Change of
Control.  NovaDel may terminate this Agreement by prior written
notice to Mist effective upon the occurrence of a Change of Control of Mist
prior to the entry of Generic Competition.  For the purposes of this
Section 9.2.3, “Change of
Control” means the announcement of any agreement or the consummation of
any transaction of the following events: (a) any Specified Person (or group of
Specified Persons acting in concert) becomes the beneficial owner, directly or
indirectly, of more than fifty percent (50%) of the total voting power of the
membership interests then outstanding of Mist normally entitled to vote in
elections of directors; (b) Mist consolidates with or merges into a Specified
Person, or any Specified Person consolidates with or merges into Mist, in either
event pursuant to a transaction in which more than fifty percent (50%) of the
total voting power of the stock outstanding of the surviving entity normally
entitled to vote in elections of directors is not held by the parties holding at
least fifty percent (50%) of the outstanding membership interests of Mist
preceding such consolidation or merger; (c) Mist conveys, transfers or leases
all or substantially all of its assets to a Specified Person, or (d) any other
arrangement whereby a Specified Person controls or has the right to control the
board of directors or equivalent governing body that has the ability to cause
the direction of the management or policies of Mist.  For purposes of
this Section, “Specified
Person” means any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the U.S. Securities Exchange Act of 1934, as
amended), that, as of the consummation of the Change of Control, is
marketing,  promoting, detailing, distributing, offering to sell or
selling a Competitive Product in the Territory and such Competitive Product
represents greater than 50% of the revenues of such Specified Person or has
filed an application for regulatory approval in the Territory with respect to
such a Competitive Product.

                                                                                                                                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                            9.2.4 For
Convenience.  Mist may terminate this Agreement upon one
hundred eighty (180) days prior written notice if Mist determines in its sole
discretion that continued Commercialization of the Product is not Commercially
Reasonable; provided that such notice may not be given prior to the second
anniversary of the First Commercial Sale.

                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                25

                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                                                                                                                                            9.3 Effects of
Termination.  Upon termination of this Agreement by NovaDel
under Section 9.2.1, 9.2.2 or 9.2.3 or by Mist under Section 9.2.4:

                                                                                                                                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                              9.3.1 Assignments.  Mist
will, and will cause its Affiliates to, as the case may be, promptly (and in
each case within sixty (60) days after receipt of NovaDel’s
request):

                                                                                                                                                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                (a) assign to
NovaDel all of Mist’s or its Affiliates’ right, title and interest in and to any
agreements between Mist and Third Parties that are freely assignable by Mist or
its Affiliates and that relate solely to the Commercialization of
Product.  For the avoidance of doubt, Mist and its Affiliates will not
be required to assign any wholesaler, managed care or similar agreements where
the Product is being sold together with other products of Mist or such
Affiliates;

                                                                                                                                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                  (b) assign to
NovaDel all of Mist’s or its Affiliates’ right, title and interest in and to any
Product Marks (including any goodwill associated therewith), any registrations
and design patents for any of the foregoing and any Internet domain name
registrations for such trademarks and slogans, solely related to the
Product;

                                                                                                                                                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                    (c) to the
extent that any agreement or other asset described in this Section 9.3.1 is not assignable by Mist or any of its
Affiliates, then such agreement or other asset will not be assigned, and upon
the request of NovaDel, Mist will, and will cause its Affiliates to, take such
steps as may be necessary to allow NovaDel to obtain and to enjoy the benefits
of such agreement or other asset, in the form of a license or other right to the
extent Mist and/or its Affiliates have the right and ability to do so;
and

                                                                                                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                      (d) provide
copies of any other books, records, documents and instruments to the extent
related to the Product and to the extent not previously provided, any
correspondence with the FDA.

                                                                                                                                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                        9.3.2 License Grant.  Mist
agrees to grant and hereby grants, and agrees to cause its Affiliates to grant,
as applicable, to NovaDel, effective upon such termination of this Agreement in
whole or in part, an exclusive (even as to Mist and its Affiliates),
irrevocable, royalty-free right and license, with the right to sublicense and
authorize the grant of further sublicenses, under any intellectual property of
Mist or its Affiliates relating to the Product to Commercialize the
Product.  Mist agrees to grant and hereby grants, and agrees to cause
its Affiliates to grant, to NovaDel, effective upon such termination of this
Agreement, an exclusive (even as to Mist and its Affiliates), royalty-free right
and license, with the right to grant sublicenses, under any patent, copyright,
other intellectual property or Confidential Information of Mist or its
Affiliates embodied in or relating to any package inserts, or other promotional
materials relating to the Product for the purposes of Commercializing the
Product; provided, however, that nothing herein shall be construed to grant
NovaDel a right to the name or trade dress of Mist or any of its
Affiliates.  For the avoidance of doubt, NovaDel shall not enjoy or
exercise any proprietary or property right or otherwise have any other right,
title or interest in, to or under the intellectual property of Mist or its
Affiliates and any rights of Mist or its Affiliates not expressly granted to
NovaDel under the provisions of this Agreement shall be retained by Mist or such
Affiliates, as applicable, including the right to utilize any such intellectual
property with any other product or device other than the Product.

                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                            26

                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                                                                        9.3.3 Disclosure and
Delivery.  Mist will, and will cause its Affiliates to, as the
case may be, transfer and assign to NovaDel any intellectual property of Mist or
its Affiliates (other than the as set forth in the last sentence of Section
9.3.2), to the extent then used solely in connection with the Commercialization
of the Product.  With respect to Know-How, such transfer shall be
effected by the delivery of documents, to the extent such Know-How is embodied
in documents, and to the extent that such Know-How is not fully embodied in
documents, Mist shall, and shall cause its Affiliates to, make its or their
respective employees and agents who have knowledge of such Know-How in addition
to that embodied in documents available to NovaDel for interviews,
demonstrations and training to effect such transfer in a manner sufficient to
enable NovaDel to practice such Know-How as theretofore practiced by Mist and
its Affiliates.

                                                                                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                          9.3.4 Sublicensees.  NovaDel
shall have the option at its discretion to assume the rights and obligations of
Mist in each sublicense agreement with respect to the Product to which the
licenses granted herein have been terminated.

                                                                                                                                                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                            9.3.5 Disposition of
Inventory.  NovaDel shall have the option, exercisable within
thirty (30) days following the effective date of such termination, to purchase
any inventory of Product at the price paid for the Product by Mist or any of its
Affiliates, as applicable.  NovaDel may exercise such option by
written notice to Mist during such thirty (30)-day period.  Upon such
exercise, the Parties will establish mutually agreeable and commercially
reasonable payment and delivery terms for the sale of such
inventory.  If NovaDel does not exercise such option during such
thirty (30)-day period, or if NovaDel provides Mist with written notice of its
intention not to exercise such option, then Mist and its Affiliates and
sublicensees will be entitled, during the period ending on the last day of the
sixth (6th) full month following the effective date of such termination, to sell
any inventory of Product that remain on hand as of the effective date of the
termination, so long as Mist pays to NovaDel the performance payments applicable
to said subsequent sales in accordance with the terms and conditions set forth
in this Agreement.

                                                                                                                                                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                              9.4 Manufacturing.  Except
in connection with a termination by Mist under Section 9.2.1, upon
termination of this Agreement and upon NovaDel’s notice to Mist, within thirty
(30) days of the termination notice given by the Party which triggered the
termination, NovaDel may request that Mist supply NovaDel with quantities of
Product for the shorter of (i) the period until NovaDel or its designee has
established and validated a manufacturing process for Product and is approved to
Manufacture supplies of Product or (ii) eighteen (18) months from the
effective date of such termination; provided, however, that NovaDel shall
reimburse Mist for Mist’s cost of goods with respect to Product.  Mist
shall transfer the completed Manufacturing process for Product to NovaDel or its
designee, upon NovaDel’s request and at Mist’s cost and expense, and Mist shall
cooperate with NovaDel to effect the transition of such Manufacturing
responsibilities.

                                                                                                                                                                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                9.5 FDA
Communications.  Upon termination of this Agreement, Mist shall
take such steps as necessary to rescind Mist’s or its designated Affiliate’s, as
the case may be, designation as NovaDel’s authorized agent for communications
with FDA related to the Product.

                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                    27

                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                                                                                                                                                9.6 Accrued
Rights.  Termination of this Agreement for any reason will be
without prejudice to any rights that will have accrued to the benefit of a Party
prior to the effective date of such termination.  Such termination
will not relieve a Party from obligations that are expressly indicated to
survive the termination of this Agreement.

                                                                                                                                                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                  9.7 Other Remedies of
Mist.  Notwithstanding anything contained herein, in the event
that Mist is entitled to exercise its right to terminate this Agreement pursuant
to Section 9.2.1, in addition to the right to terminate as provided therein
and any other remedies Mist may have hereunder, Mist may continue to exercise
its exclusive right to Manufacture and Commercialize the Product under this
Agreement and may cure any defaults of NovaDel under Sections 3.12.2, 3.12.5 or
6.2.1.  Upon exercise of the remedies provided in this Section 9.7,
royalty payments payable hereunder shall continue to be paid; provided, however,
that all costs incurred by Mist in connection with the activities undertaken
pursuant to Sections 3.12.2, 3.12.5 and/or 6.2.1 shall be deducted from
royalties payable to NovaDel hereunder.

                                                                                                                                                                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                    9.8 Survival.  The
following Articles and Sections, together with any definitions used or exhibits
referenced therein, will survive any termination or expiration of this
Agreement: Sections 4.8, 6.1, 7.3, 7.4, 9.3, 9.6, and 9.8 and ARTICLE 5, ARTICLE 8, ARTICLE 10 and ARTICLE
11.

                                                                                                                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                              
ARTICLE
10                                

                                                                                                                                                                                                                                                                                                                                                                                                      DISPUTE
RESOLUTION

                                                                                                                                                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                        10.1 Disputes.  For all
matters under this Agreement, the Parties hereby agree that disputes shall be
referred to the designated Senior Executive of NovaDel and Mist (the “Representatives”).  If
any such matter has not been resolved within fifteen (15) Business Days of such
referral to the Representatives either Party may invoke the provisions of
Section 10.2 for such dispute.  No
dispute resolution procedure set forth in this Agreement shall be construed as
an agreement to arbitrate under any federal or state arbitration law, including
the Federal Arbitration Act, and shall not deprive a court of competent
jurisdiction from resolving any dispute arising under, or related to, this
Agreement.

                                                                                                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                          10.2 Litigation.  In the
event that any dispute is not resolved as provided in the preceding Section 10.1, whether before or after termination of this
Agreement, either Party may avail itself of any remedy available to such Party
in the state and Federal courts of New Jersey.

                                                                                                                                                                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                            10.3 Injunctive
Relief.  Notwithstanding anything to the contrary in this
Agreement, either Party will have the right to seek temporary injunctive relief
in any court of competent jurisdiction as may be available to such Party under
the laws and rules applicable in such jurisdiction with respect to any matters
arising out of the other Party’s performance of its obligations under this
Agreement.

                                                                                                                                                                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                              10.4 Governing
Law.  Resolution of all disputes arising out of or related to
this Agreement or the performance, enforcement, breach or termination of this
Agreement and any remedies relating thereto, shall be governed by and construed
under the substantive laws of the State of Delaware, without regard to conflicts
of law rules that would provide for application of the law of a jurisdiction
outside the State of New Jersey.

                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                  28

                                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                                                                                                                                                                                         
ARTICLE
11                                

                                                                                                                                                                                                                                                                                                                                                                                                              MISCELLANEOUS

                                                                                                                                                                                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                11.1 Entire Agreement;
Amendment.  This Agreement, including the Schedules and
Exhibits attached hereto (each of which is hereby incorporated herein by
reference), sets forth the complete, final and exclusive agreement and all the
covenants, promises, agreements, warranties, representations, conditions and
understandings between the Parties hereto and supersedes and terminates all
prior agreements and understandings between the Parties which will continue to
govern the obligations of the Parties with respect to information disclosed
thereunder with respect to periods prior to the Effective Date.  There
are no covenants, promises, agreements, warranties, representations, conditions
or understandings, either oral or written, between the Parties other than as are
set forth herein.  No subsequent alteration, amendment, change or
addition to this Agreement shall be binding upon the Parties unless reduced to
writing and signed by an authorized officer of each Party.

                                                                                                                                                                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                  11.2 Force
Majeure.  Neither Party shall be liable to the other for any
failure or delay in the fulfillment of its obligations under this Agreement
(other than the payment of monies due and owing to a Party under this
Agreement), when any such failure or delay is caused by fire, flood,
earthquakes, explosions, sabotage, strikes, lockouts, lack of adequate raw
materials, insurrections, civil commotions, riots, invasions, wars, acts of war
(whether war be declared or not), peril of the sea, acts, restraints,
requisitions, regulations or directions of, or omissions or delays in acting by,
Governmental Authorities, acts of God, or any similar cause beyond the
reasonable control of the performing Party (each, a “Force Majeure
Event”).  In the event that either Party is prevented from
discharging its obligations under this Agreement on account of a Force Majeure
Event, the performing Party will notify the other Party forthwith, and will
nevertheless make every endeavor, in the utmost good faith, to discharge its
obligations, even if in a partial or compromised manner.

                                                                                                                                                                                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                    11.3 Notices.  All
notices or other communications that are required or permitted under this
Agreement will be in writing and delivered personally, sent by facsimile (and
promptly confirmed by personal delivery or overnight courier as provided in this
Agreement), or sent by internationally-recognized overnight courier to the
addresses below.  Any such communication will be deemed to have been
given (a) when delivered, if personally delivered or sent by facsimile on a
Business Day (so long as promptly confirmed by personal delivery or overnight
courier as provided in this Agreement), and (b) on the second Business Day after
dispatch, if sent by internationally-recognized overnight
courier.  Unless otherwise specified in writing, the mailing addresses
of the Parties shall be as described below.

                                                                                                                                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                        	
                                                                                                                                                                                                                                                                                                                                                                                                                                For
      Mist

                                                                                                                                                                                                                                                                                                                                                                                                                              	
                                                                                                                                                                                                                                                                                                                                                                                                                                Mist
      Acquisition, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                11
      Commerce Dr.

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                1st
      Floor, Suite #100

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                Cranford,
      N.J. 07016

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                Fax:
      (908) 325-1692

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                Attention:
      Joseph J. Krivulka      

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 	 
	 With
      a copy to:      	 Lowenstein
      Sandler
	 	 65
      Livingston Avenue


                                                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                                                      


                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                          29

                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                                                      


                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                        	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                Roseland,
      New Jersey

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                Fax
      973-597-6395

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                Attention:
      Michael J. Lerner, Esq.

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 
      	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                For
      NovaDel:

                                                                                                                                                                                                                                                                                                                                                                                                                              	
                                                                                                                                                                                                                                                                                                                                                                                                                                NovaDel
      Pharma Inc.

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                25
      Minneakoning Road

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                Flemington,
      New Jersey 08822

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                Fax:
      (908) 782-2445

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                Attention:
      Chief Executive Officer

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 
      	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                with
      a copy to:

                                                                                                                                                                                                                                                                                                                                                                                                                              	
                                                                                                                                                                                                                                                                                                                                                                                                                                Morgan,
      Lewis & Bockius LLP

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                502
      Carnegie Center

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                Princeton,
      New Jersey 08540

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                Fax:
      (609) 919-6701

                                                                                                                                                                                                                                                                                                                                                                                                                              
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                Attention:  David
      Glazer, Esq.

                                                                                                                                                                                                                                                                                                                                                                                                                              


                                                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                                                      


                                                                                                                                                                                                                                                                                                                                                                                                                      11.4 Independent
Contractors.  In making and performing this Agreement, Mist and
NovaDel shall act at all times as independent contractors and nothing contained
in this Agreement shall be construed or implied for any purpose to create an
agency, partnership, limited partnership, joint venture or employer and employee
relationship between Mist and NovaDel and this Agreement shall not be construed
to suggest otherwise.  At no time shall one Party make commitments or
incur any charges or expenses for or in the name of the other
Party.  Except as otherwise provided in this Agreement, each Party
shall be solely responsible for its own costs and expenses associated with this
Agreement.

                                                                                                                                                                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                        11.5 Maintenance of
Records.  Each Party shall keep and maintain all records
required by Law with respect to Product and shall make copies of such records
available to the other Party during normal business hours, upon reasonable prior
written notice and solely to the extent access to such records is necessary for
a Party to exercise its rights under this Agreement.

                                                                                                                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                          11.6 No Strict
Construction.  This Agreement has been prepared jointly and
shall not be strictly construed against either Party.  Ambiguities, if
any, in this Agreement shall not be construed against any Party, irrespective of
which Party may be deemed to have authored the ambiguous provision.

                                                                                                                                                                                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                            11.7 Assignment.  Mist
may not sell, transfer, assign, delegate, pledge or otherwise dispose of,
whether voluntarily, involuntarily, by operation of Law, sale, merger,
consolidation or otherwise, this Agreement or any of its rights or obligations
under this Agreement without the prior written consent of NovaDel which consent
shall not be unreasonably withheld, delayed or
conditioned.  Notwithstanding the foregoing, Mist, without the consent
of NovaDel but subject to Section 9.2.3, may (i)
assign, delegate or otherwise transfer this Agreement or any of its rights or
obligations under this Agreement (A) to Akrimax or another Affiliate or (B) in
connection with a merger, consolidation, sale of all or substantially all
assets, sale of equity interests or other change of control transaction
involving Mist (or involving the line of business of Mist to which this
Agreement relates) or (ii) grant a security interest in, or otherwise pledge or
encumber, any or all Mist’s rights under this Agreement.  Any
purported assignment or transfer in violation of this Section 11.7 will be void ab initio and of no force or
effect.

                                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                30

                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                                                                                                                                                                                            11.8 Costs.  Each Party
shall be solely responsible for its costs and expenses in connection with the
execution of this agreement.

                                                                                                                                                                                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                              11.9 Counterparts.  This
Agreement may be executed in two counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.  Signatures provided by facsimile transmission shall be
deemed to be original signatures.

                                                                                                                                                                                                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                11.10 Further
Actions.  Each Party agrees to execute, acknowledge and deliver
such further instruments, and to do all such other acts, as may be necessary or
appropriate in order to carry out the purposes and intent of this
Agreement.

                                                                                                                                                                                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                  11.11 Severability.  If
any one or more of the provisions of this Agreement is held to be invalid or
unenforceable by any court of competent jurisdiction from which no appeal can be
or is taken, the provision shall be considered severed from this Agreement and
shall not serve to invalidate any remaining provisions hereof.  The
Parties shall make a good faith effort to replace any invalid or unenforceable
provision with a valid and enforceable one such that the objectives contemplated
by the Parties when entering this Agreement may be realized.

                                                                                                                                                                                                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                                    11.12 Headings.  The
headings for each article and section in this Agreement have been inserted for
convenience of reference only and are not intended to limit or expand on the
meaning of the language contained in the particular article or
section.

                                                                                                                                                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                                      11.13 No Waiver.  Any
delay in enforcing a Party’s rights under this Agreement or any waiver as to a
particular default or other matter shall not constitute a waiver of such Party’s
rights to the future enforcement of its rights under this Agreement, excepting
only as to an express written and signed waiver as to a particular matter for a
particular period of time.

                                                                                                                                                                                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                        [Signature
Page Follows]

                                                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                               


                                                                                                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                              31

                                                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                               


                                                                                                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                                                                                          


                                                                                                                                                                                                                                                                                                                                                                                                                                          IN
WITNESS WHEREOF, the Parties have executed this License and Distribution
Agreement in duplicate originals by their proper officers as of the Effective
Date.

                                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                                            


                                                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                                	
                                                                                                                                                                                                                                                                                                                                                                                                                                                        NOVADEL
      PHARMA INC.

                                                                                                                                                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                        By:

                                                                                                                                                                                                                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                        /s/ Steven B. Ratoff

                                                                                                                                                                                                                                                                                                                                                                                                                                                      	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                        Name:

                                                                                                                                                                                                                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                        Steven
      B. Ratoff

                                                                                                                                                                                                                                                                                                                                                                                                                                                      	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                        Title:

                                                                                                                                                                                                                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                        Interim
      Chief Executive Officer

                                                                                                                                                                                                                                                                                                                                                                                                                                                      	 
      
	 
      	 
      	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                        MIST
      ACQUISITION, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                                                      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                        By:

                                                                                                                                                                                                                                                                                                                                                                                                                                                      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                        Mist
      Partners, LLC, its Sole Member

                                                                                                                                                                                                                                                                                                                                                                                                                                                      	 
      
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                        By:
      JAK Investments, LLC, its Authorized Member

                                                                                                                                                                                                                                                                                                                                                                                                                                                      	 
      
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                        By:  /s/ Joseph Krivulka

                                                                                                                                                                                                                                                                                                                                                                                                                                                      	 
      
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                        Name:  Joseph
      Krivulka

                                                                                                                                                                                                                                                                                                                                                                                                                                                      	 
      
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                        Title:  Chairman

                                                                                                                                                                                                                                                                                                                                                                                                                                                      	 
      


                                                                                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                                                                                              


                                                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                                


                                                                                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                                        [Signature
Page to License And Distribution Agreement]

                                                                                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                                                                                       


                                                                                                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                                                       


                                                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                                                       


                                                                                                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                                                                                                  


                                                                                                                                                                                                                                                                                                                                                                                                                                                  SCHEDULE
1.21

                                                                                                                                                                                                                                                                                                                                                                                                                                                  


                                                                                                                                                                                                                                                                                                                                                                                                                                                  NovaDel
Patents

                                                                                                                                                                                                                                                                                                                                                                                                                                                  


                                                                                                                                                                                                                                                                                                                                                                                                                                                  ***

                                                                                                                                                                                                                                                                                                                                                                                                                                                  


                                                                                                                                                                                                                                                                                                                                                                                                                                                  



                                                                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                                        DB1/64080645.1